Common use of Compensation and Indemnification Clause in Contracts

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including including, but not limited limited, to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company Guarantor agrees promptly to pay to the Warrant Agent Preferred Securities Guarantee Trustee such compensation for its services as shall be mutually agreed upon by the compensation detailed on Exhibit 4 hereto Guarantor and the Preferred Securities Guarantee Trustee. The Guarantor shall reimburse the Preferred Securities Guarantee Trustee upon request for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (incurred by it, including the reasonable counsel fees) incurred without gross compensation and expenses of the Preferred Securities Guarantee Trustee's agents and counsel, except any expense as may be attributable to the negligence or willful misconduct finally adjudicated to have been directly caused by bad faith of the Warrant Agent in connection with the services rendered hereunder by the Warrant AgentPreferred Securities Guarantee Trustee. The Company also Guarantor agrees to indemnify the Warrant Agent each Indemnified Person for, and to hold it each Indemnified Person harmless against, any and all loss, liability liability, damage, action, suit, claim or expense incurred without gross negligencenegligence or bad faith on its part, arising out of or willful misconduct on in connection with the part acceptance or administration of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent trust or trusts hereunder, including the reasonable costs and expenses (including reasonable legal fees and expenses) of defending against itself against, or investigating, any claim or liability in connection with the exercise or performance of such liabilityany of its powers or duties hereunder. The Warrant Agent shall be under no obligation Guarantor covenants and agrees to institute or defend advance expenses (including legal fees) incurred by an Indemnified Person in defending any claim, demand, action, suit, or legal proceeding in connection herewith or proceeding, from time to take any other action likely to involve the Warrant Agent in expensetime, unless first indemnified prior to the Warrant Agent’s satisfactionfinal disposition of such claim, demand, action, suit or proceeding, upon receipt by the Guarantor of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall be determined that such Indemnified Person is not entitled to be indemnified as authorized in this Section. The indemnities provided by provisions of this paragraph Section 8.2 shall survive the termination of this Preferred Securities Guarantee and shall survive the resignation or discharge removal of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderPreferred Securities Guarantee Trustee.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, negligence or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by arising out of or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 5 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify and defend the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs costs, attorney fees of counsel for the Warrant Agent selected by the Warrant Agent and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s 's satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s 's aggregate liability to the Company, or any of the Company’s 's representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s 's fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify and defend the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs costs, attorney fees of counsel for the Warrant Agent selected by the Warrant Agent and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 2 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s years fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed set forth in a mutually agreed upon fee schedule executed on Exhibit 4 hereto or before the date hereof for all services rendered by the Warrant Agent and on demand of the Warrant Agent to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) and other disbursements incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by in the preparation, delivery, negotiation, amendment, administration and execution of this Warrant Agent in connection with Agency Agreement and the services rendered hereunder by the Warrant Agentexercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Warrant Agent for, and to hold it harmless the Rights Agent against, any and all loss, liability liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable and documented fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Warrant AgentAgent (which gross negligence, finally adjudicated bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to have been directly caused be taken by the Warrant Agent hereunderin connection with the execution, acceptance, administration, exercise and performance of its duties under this Warrant Agency Agreement, including the reasonable and documented costs and expenses of defending against any claim of such liabilityliability arising therefrom, directly or indirectly, or enforcing its rights hereunder. The Warrant Agent shall not be under no obligation liable for the Company’s failure to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the timely deliver Preferred Warrant Agent in expense, unless first indemnified Shares pursuant to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge terms of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstandingPreferred Warrants, in no event nor shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or any liquidated damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderdamages associated therewith.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed set forth in a mutually agreed upon fee schedule executed on Exhibit 4 hereto or before the date hereof for all services rendered by the Warrant Agent and on demand of the Warrant Agent to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) and other disbursements incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by in the preparation, delivery, negotiation, amendment, administration and execution of this Warrant Agent in connection with Agency Agreement and the services rendered hereunder by the Warrant Agentexercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Warrant Agent for, and to hold it harmless the Rights Agent against, any and all loss, liability liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable and documented fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Warrant AgentAgent (which gross negligence, finally adjudicated bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to have been directly caused be taken by the Warrant Agent hereunderin connection with the execution, acceptance, administration, exercise and performance of its duties under this Warrant Agency Agreement, including the reasonable and documented costs and expenses of defending against any claim of such liabilityliability arising therefrom, directly or indirectly, or enforcing its rights hereunder. The Warrant Agent shall not be under no obligation liable for the Company’s failure to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the timely deliver Warrant Agent in expense, unless first indemnified Shares pursuant to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge terms of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstandingWarrants, in no event nor shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or any liquidated damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderdamages associated therewith.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 [●] hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including including, but not limited limited, to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s reasonable satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 6 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by arising out of or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed in mutually agreed upon fee schedule executed on Exhibit 4 hereto the date hereof for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) and other disbursements incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by in the Warrant Agent in connection with preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the services rendered hereunder by the Warrant Agentexercise and performance of its duties hereunder. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated by a court of competent jurisdiction to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities and compensation provided by this paragraph shall survive the resignation or discharge of the Warrant Agent Agent, the expiration of the Warrants or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, or any other person or entity under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company covenants and agrees promptly to pay to the Warrant Agent Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation detailed on Exhibit 4 hereto of a trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by it or on its behalf in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except to the extent that any such expense, disbursement or advance is due to its negligence or bad faith. When the Trustee incurs expenses or renders services rendered by in connection with an Event of Default specified in Section 4.1 hereof, the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including the reasonable counsel feescharges and expenses of its counsel) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and the Warrant Agent in connection with compensation for the services rendered hereunder by the Warrant Agentare intended to constitute expenses of administration under any Bankruptcy Law. The Company also agrees covenants to indemnify the Warrant Agent Trustee and its officers, directors, employees and agents for, and to hold it such Persons harmless against, any loss, liability or expense incurred without gross negligenceby them, arising out of or willful misconduct on in connection with the part acceptance or administration of this Indenture or the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent trusts hereunder or the performance of their duties hereunder, including the reasonable costs and expenses of defending themselves against or investigating any claim of liability in the premises, except to the extent that any such liabilityloss, liability or expense was due to the negligence or willful misconduct of such Persons. The Warrant Agent obligations of the Company under this Section 5.8 to compensate and indemnify the Trustee and its officers, directors, employees and agents and to pay or reimburse such Persons for expenses, disbursements and advances shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the earlier resignation or discharge removal of the Warrant Agent or the termination of this AgreementTrustee. Anything in this Agreement Such additional indebtedness shall be a senior claim to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised that of the possibility thereof Securities upon all property and regardless funds held or collected by the Trustee as such, except funds held in trust for the benefit of the form Holders of action in which such damages are soughtparticular Securities, and the Warrant Agent’s aggregate liability Securities are hereby subordinated to the Company, or any such senior claim. “Trustee” for purposes of the Company’s representatives or agents, under this Section 14(a) 5.8 shall include any predecessor Trustee, but the negligence or under willful misconduct of any Trustee shall not affect the indemnification of any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderTrustee.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated determined by a non-appealable judgment of a court of competent jurisdiction to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant AgentAgent (in each case, finally adjudicated as determined by a final, non-appealable judgment of a court of competent jurisdiction) to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities Warrant Agent’s indemnities, immunities and protections provided by this paragraph Section 14 and Section 16 hereof shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the this Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. (a) The Company Trust hereby agrees promptly to pay be primary obligor and shall (i) compensate the Warrant Agent Trustee in accordance with a separate fee agreement with the compensation detailed on Exhibit 4 hereto Trustee, (ii) reimburse the Trustee for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel feesand other experts) incurred without and (iii) indemnify, defend and hold harmless the Trustee and any of the officers, directors, employees and agents of the Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of an Indemnified Person. If the Trust shall have insufficient assets or improperly refuses to pay an Indemnified Person within 60 days of a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or indemnify, defend and hold harmless an Indemnified Person as if it were the primary obligor hereunder; provided, however, that the Sponsor shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct finally adjudicated misconduct, bad faith or gross negligence of an Indemnified Person. To the fullest extent permitted by law, Expenses to have been directly caused be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Sponsor prior to the final disposition of any matter upon receipt by the Warrant Agent in connection with Sponsor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the services rendered hereunder by Indemnified Person is not entitled to be indemnified under this Trust Agreement. (b) As security for any amounts owing to the Warrant AgentTrustee hereunder, the Trustee shall have a lien against the Trust property, which lien shall be prior to the rights of the Sponsor or any other beneficial owner of the Trust. The Company also agrees obligations of the Sponsor and the Trust to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be Indemnified Persons under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph Section 3 shall survive the resignation or discharge of the Warrant Agent or the termination of this Trust Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. (a) The Company Trust hereby agrees promptly to pay be primary obligor and shall (i) compensate the Warrant Agent Trustee in accordance with a separate fee agreement with the compensation detailed on Exhibit 4 hereto Trustee, (ii) reimburse the Trustee for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel feesand other experts) incurred without and (iii) indemnify, defend and hold harmless the Trustee and any of the officers, directors, employees and agents of the Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of an Indemnified Person. If the Trust shall have insufficient assets or improperly refuses to pay an Indemnified Person within 60 days of a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or indemnify, defend and hold harmless an Indemnified Person as if it were the primary obligor hereunder; provided, however, that the Sponsor shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct finally adjudicated misconduct, bad faith or gross negligence of an Indemnified Person. To the fullest extent permitted by law, Expenses to have been directly caused be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Sponsor prior to the final disposition of any matter upon receipt by the Warrant Agent in connection with Sponsor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the services rendered hereunder by Indemnified Person is not entitled to be indemnified under this Agreement. (b) As security for any amounts owing to the Warrant AgentTrustee hereunder, the Trustee shall have a lien against the Trust property, which lien shall be prior to the rights of the Sponsor or any other beneficial owner of the Trust. The Company also agrees obligations of the Sponsor and the Trust to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be Indemnified Persons under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph Section 3 shall survive the resignation or discharge of the Warrant Agent or the termination of this Trust Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto the fee schedule mutually agreed upon between the Company and the Warrant Agent in writing (the “Fee Schedule”) for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable and documented counsel feesfees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also covenants and agrees to indemnify and to hold the Warrant Agent for, and to hold it harmless against, against any loss, liability liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including the reasonable fees and expenses of legal counsel) which may be paid, incurred without gross negligenceor suffered by or to which it may become subject, arising from or willful misconduct on the part of out of, directly or indirectly, any claims or liability resulting from any action taken, suffered or omitted by the Warrant AgentAgent in connection with the execution, finally adjudicated to have been directly caused by Warrant Agent hereunderacceptance, administration, exercise and performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or of enforcing its rights under this Agreement; provided, that such liability. The covenant and agreement does not extend to, and the Warrant Agent shall not be under no obligation to institute indemnified with respect to, such costs, expenses, losses and damages incurred or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve suffered by the Warrant Agent in expenseas a result of, unless first indemnified to the Warrant Agent’s satisfactionor arising out of, its gross negligence, bad faith, or willful misconduct (each as determined by a final, non-appealable judgment of a court of competent jurisdiction). The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Companyduring any term of this Agreement with respect to, arising from, or any of the Company’s representatives arising in connection with this Agreement, or agents, from all services provided or omitted to be provided under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, or in tort, or otherwise, is expressly limited to, and shall not exceed in any circumstancesexceed, one (1) year’s the amount of annual fees received paid by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed Company to the Warrant Agent by during the Company hereundertwelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought. Notwithstanding anything in this Agreement to the contrary, the Warrant Agent shall not be liable for any consequential, indirect, punitive, special or incidental damages under any provisions of this Agreement or for any consequential, indirect, punitive, special or incidental damages arising out of any act or failure to act hereunder even if Warrant Agent has been advised of or has foreseen the possibility of such damages.

Compensation and Indemnification. The Company covenants and agrees promptly to pay to the Warrant Agent Trustee from time to time, and the Trustee shall be entitled to, such compensation as agreed to in writing by the Trustee and the Company (which shall not be limited by any provision of law in regard to the compensation detailed on Exhibit 4 hereto of a trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except to the extent that any such expense, disbursement or advance is due to its negligence or bad faith. When the Trustee incurs expenses or renders services rendered by in connection with an Event of Default specified in Section 4.1, the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including the reasonable counsel feescharges and expenses of its counsel) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and the Warrant Agent in connection with compensation for the services rendered hereunder by the Warrant Agentare intended to constitute expenses of administration under any bankruptcy law. The Company also agrees covenants to indemnify the Warrant Agent Trustee and its officers, directors, employees and agents for, and to hold it such Persons harmless against, any loss, liability or expense incurred without gross negligenceby them, arising out of or willful misconduct on in connection with the part acceptance or administration of this Indenture or the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent trusts hereunder or the performance of their duties hereunder, including the reasonable costs and expenses of defending themselves against or investigating any claim (whether asserted by the Company, a Guarantor, a Holder or any other Person) of liability in the premises, except to the extent that any such loss, liability or expense was due to the negligence or willful misconduct of such liabilityPersons. The Warrant Agent obligations of the Company under this Section 5.8 to compensate and indemnify the Trustee and its officers, directors, employees and agents and to pay or reimburse such Persons for expenses, disbursements and advances shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the earlier resignation or discharge removal of the Warrant Agent or the termination of this AgreementTrustee. Anything in this Agreement Such additional indebtedness shall be a lien prior to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised that of the possibility thereof Securities upon all property and regardless funds held or collected by the Trustee as such, except funds held in trust for the benefit of the form Holders of action in which such damages are soughtparticular Securities, and the Warrant Agent’s aggregate liability Securities are hereby subordinated to the Company, or any such senior claim. “Trustee” for purposes of the Company’s representatives or agents, under this Section 14(a) 5.8 shall include any predecessor Trustee, but the negligence or under willful misconduct of any Trustee shall not affect the indemnification of any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderTrustee.

Compensation and Indemnification. (a) The Company Depositor hereby agrees promptly to pay (i) compensate the Warrant Agent Owner Trustee in accordance with a separate fee agreement with the compensation detailed on Exhibit 4 hereto Owner Trustee, (ii) reimburse the Owner Trustee for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel feesand other experts) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and (iii) indemnify, defend and hold harmless the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, Owner Trustee and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agentofficers, finally adjudicated to have been directly caused by Warrant Agent hereunderdirectors, employees and agents of the Owner Trustee (the "Indemnified Persons") from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable costs fees and expenses of defending counsel), taxes and penalties of any kind and nature whatsoever (collectively, "Expenses"), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify any claim Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such liabilityIndemnified Person. (b) To the fullest extent permitted by law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition of any matter upon receipt by the Depositor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Agreement. (c) As security for any amounts owing to the Owner Trustee hereunder, the Owner Trustee shall have a lien against the Trust property, which lien shall be prior to the rights of the Depositor or any other beneficial owner of the Trust. The Warrant Agent shall be obligations of the Depositor under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph Section 3 shall survive the resignation or discharge of the Warrant Agent or the termination of this Trust Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused (such gross negligence or willful misconduct must be determined by a final, non-appealable judgement of a court of competent jurisdiction) arising out of or in connection with its actions as the Warrant Agent in connection with the services rendered hereunder by the Warrant Agentpursuant to this Agreement. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability liability, damage, judgement, fine, penalty, claim, demand, settlement, cost or expense incurred (including, without limitation, the reasonable fee and expense of legal counsel) that may be paid, incurred, or suffered by it, or to which it may become subject without gross negligence, negligence or willful misconduct (each as determined by a final, non-appealable judgement of a court of competent jurisdiction) on the part of the Warrant AgentAgent for any action taken, finally adjudicated suffered or omitted to have been directly caused be taken by the Warrant Agent in connection with the execution, acceptance, administration, exercise and performance of its duties hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything Notwithstanding anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the this Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received the amounts paid hereunder by the Company to the Warrant Agent as fees and charges under this Agreementcharges, but not including reimbursable expenses previously reimbursed to expenses, during the one (1) year immediately preceding the event for which recovery from the Warrant Agent by the Company hereunderis being sought.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, negligence or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 2 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 5 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without incurred, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereundermisconduct, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s reasonable satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation compensation, pursuant to the fee schedule mutually agreed upon by the parties hereto and detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the (a) Bank shall receive reasonable compensation detailed on Exhibit 4 hereto for all its services rendered hereunder, including reasonable compensation for acting as liquidating trustee if so required, from Lessee and shall be reimbursed by the Warrant Agent Lessee for Bank's reasonable fees and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including the disbursements and reasonable counsel feesfees of counsel). In the event a Lease Event of Default or a Loan Event of Default shall have occurred and be continuing and Certificate Trustee shall be required pursuant to the provisions of this Trust Agreement to take any action in connection therewith or act as liquidating trustee, Lessee shall reimburse it for any expenses it may incur in relation to taking any such action (including the disbursements And fees of counsel) incurred without except any expenses Certificate Trustee may incur as a result of its gross negligence or willful misconduct. Certificate Trustee (at the direction of the Certificate Purchasers) grants to Bank a Lien on the Trust Estate to secure payment of reasonable compensation and expenses incurred by it in its performance of any duties it may have as liquidating trustee. (b) The Certificate Purchasers shall reimburse, indemnify, protect and save harmless Certificate Trustee from and against any and all losses, damages, liabilities, claims, actions, suits, obligations, penalties, demands, disbursements and expenses, including taxes and counsel fees, and including tort claims for which Certificate Trustee is strictly liable, which may be asserted against or incurred by reason of Bank's being Certificate Trustee or acting hereunder or under the Operative Documents or the performance or enforcement of any of the terms hereof, or arising out of or relating to this Trust Agreement or the Operative Documents or the Equipment or the Rent and other sums payable therefor, or the building, manufacture, purchase, installation, acceptance, resection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Equipment or in any way relating to or arising out of the Trust Estate or the action or the inaction of Certificate Trustee hereunder or by reason of any occurrence while so acting; provided, that the Certificate Purchasers shall not be so obligated in respect of any such losses, damages, liabilities, claims, actions, suits, obligations, penalties, demands, disbursements and expenses, TRUST AGREEMENT including taxes and counsel fees pursuant to this Section 7.1, arising from or ----------- as a result of (a) the willful misconduct finally adjudicated or gross negligence of Bank, (b) any taxes on, with respect to have been directly caused or measured by any amounts paid to Bank as compensation for services or otherwise under the Warrant Agent Operative Documents, or (c) the inaccuracy of representations and warranties made by Bank in connection with its individual capacity in the services rendered hereunder Participation Agreement or in any certificate or documents delivered pursuant thereto; and, provided, further, that neither Bank nor ----------------- Certificate Trustee shall make any claim under this Section 7.1 for any claim or ----------- expense indemnified against by Lessee under Article VII of the Warrant AgentParticipation Agreement without first making demand on such Lessee for payment of such claim or expense and reasonably attempting to collect same. The Company also agrees to indemnify provisions of this Section 7.1 (other than the Warrant Agent forrequirements for compensation of Certificate Trustee ----------- after its resignation, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent which shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the terminate upon -the resignation or discharge removal of the Warrant Agent or Certificate Trustee) shall continue in force and effect notwithstanding the termination of this Agreement. Anything in this Agreement to Trust, the contrary notwithstanding, in no event shall resignation or removal of Certificate Trustee or the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages obligation of any kind whatsoever, including but not limited other party to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised any other Operative Document to make any payment to Certificate Trustee which a Certificate Purchaser is required to make pursuant to this Section 7.1. The obligations of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, Certificate Purchasers ----------- under this Section 14(a) or under 7.1 shall be several and not joint and pro rata in accordance ------------ with their respective Certificate Purchaser Amounts (and if a determination is to be made after all Certificate Purchaser Amounts are paid, such determination shall be made based upon the Certificate Purchaser Amounts immediately prior to final payment thereof). To secure the same, Certificate Trustee shall have a lien on the Trust Estate which shall be prior to any other term or provision interest therein of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderCertificate Purchasers.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed set forth in a mutually agreed upon fee schedule executed on Exhibit 4 hereto or before the date hereof for all services rendered by the Warrant Agent and on demand of the Warrant Agent to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) and other disbursements incurred without gross negligence or willful misconduct finally adjudicated in the preparation, delivery, negotiation, amendment, administration and execution of this Warrant Agency Agreement and the exercise and performance of its duties hereunder. The Company covenants and agrees to have been directly caused by indemnify and to hold harmless the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any and all loss, liability liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable and documented fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Warrant AgentAgent (which gross negligence, finally adjudicated bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to have been directly caused be taken by the Warrant Agent hereunderin connection with the execution, acceptance, administration, exercise and performance of its duties under this Warrant Agency Agreement, including the reasonable and documented costs and expenses of defending against any claim of such liabilityliability arising therefrom, directly or indirectly, or enforcing its rights hereunder. The Warrant Agent shall not be under no obligation liable for the Company’s failure to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the timely deliver Warrant Agent in expense, unless first indemnified Shares pursuant to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge terms of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstandingWarrants, in no event nor shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or any liquidated damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderdamages associated therewith.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed set forth in a mutually agreed upon fee schedule executed on Exhibit 4 hereto or before the date hereof for all services rendered by the Warrant Agent and on demand of the Warrant Agent to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) and other disbursements incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by in the Warrant Agent in connection with preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the services rendered hereunder by the Warrant Agentexercise and performance of its duties hereunder. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any and all loss, liability liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, negligence or willful misconduct bad faith on the part of the Warrant AgentAgent (which gross negligence or bad faith must be determined by a final, finally adjudicated non-appealable judgment of a court of competent jurisdiction to have been directly caused by the Warrant Agent), for any action taken, suffered, or omitted to be taken by the Rights Agent hereunderin connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of such liabilityliability arising therefrom, directly or indirectly, or enforcing its rights hereunder. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. (a) The Company Depositor hereby agrees promptly to pay (i) compensate the Warrant Agent Owner Trustee in accordance with a separate fee agreement with the compensation detailed on Exhibit 4 hereto Owner Trustee, (ii) reimburse the Owner Trustee for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel feesand other experts) and (iii) indemnify, defend and hold harmless the Owner Trustee and any of the officers, directors, employees and agents of the Owner Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel (and including any legal fees or expenses incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, arbitration or legal proceeding mediation bought by an indemnified Person to enforce any indemnification or other obligation of the Depositor or other Persons or in connection herewith with investigating, preparing or defending any legal action, commenced or threatened, in connection with the exercise or performance of any of its powers or duties under this Agreement)), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to take the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify any Indemnified Person for any Expenses which are finally determined by a court of competent jurisdiction to be a result of the willful misconduct or gross negligence of such Indemnified Person. (b) To the fullest extent permitted by law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition of any matter upon receipt by the Depositor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Agreement. (c) As security for any amounts owing to the Owner Trustee hereunder, the Owner Trustee shall have a lien against the Trust property, which lien shall be prior to the rights of the Depositor or any other action likely to involve beneficial owner of the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfactionTrust. The indemnities provided by obligations of the Depositor under this paragraph Section 4 shall survive the resignation or discharge of the Warrant Agent or the termination of this Trust Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed set forth in a mutually agreed upon fee schedule executed on Exhibit 4 hereto or before the date hereof for all services rendered by the Warrant Agent and on demand of the Warrant Agent to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) and other disbursements incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by in the Warrant Agent in connection with preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the services rendered hereunder by the Warrant Agentexercise and performance of its duties hereunder. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any and all loss, liability liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, negligence or willful misconduct bad faith on the part of the Warrant AgentAgent (which gross negligence or bad faith must be determined by a final, finally adjudicated non-appealable judgment of a court of competent jurisdiction to have been directly caused by the Warrant Agent), for any action taken, suffered, or omitted to be taken by the Rights Agent hereunderin connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of such liabilityliability arising therefrom, directly or indirectly, or enforcing its rights hereunder. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the this Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent (and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent, provided that there shall be no duplication of payments hereunder and under any other agreements between the Company and the Warrant Agent between with respect to the Warrants or Common Stock. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s reasonable satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable reasonable, documented out-of-pocket expenses (including reasonable counsel fees) incurred without unlawful conduct, gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without unlawful conduct, gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable reasonable, documented costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent; provided, that the Company shall not be entitled to any right of set off and such gross negligence or willful misconduct shall be determined by a final non-appealable judgment of a court of competent jurisidiction. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant AgentAgent (in each case as determined by a final, finally adjudicated to have been directly caused by non-appealable decision of a court of competent jurisdiction), arising out of or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the this Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify and defend the Warrant Agent for, and to hold it harmless againstagainst any and all claims made against the Warrant Agent, in litigation or otherwise, which claims are related or refer to the Warrant Agent’s duties herein or are related to the subject matter of this Agreement, and for any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including all of which includes the reasonable costs costs, attorney fees of counsel for the Warrant Agent elected by the Warrant Agent and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed in mutually agreed upon fee schedule executed on Exhibit 4 hereto the date hereof for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) and other disbursements incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by in the Warrant Agent in connection with preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the services rendered hereunder by the Warrant Agentexercise and performance of its duties hereunder. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated by a court of competent jurisdiction to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities and compensation provided by this paragraph shall survive the resignation or discharge of the Warrant Agent Agent, the ​ expiration of the Warrants or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, or any other person or entity under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company covenants and agrees promptly to pay to the Warrant Agent Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation detailed on Exhibit 4 hereto of a trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except to the extent that any such expense, disbursement or advance is due to its negligence or bad faith. When the Trustee incurs expenses or renders services rendered by in connection with an Event of Default specified in Section 8.01 hereof, the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including the reasonable counsel feescharges and expenses of its counsel) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and the Warrant Agent in connection with compensation for the services rendered hereunder by the Warrant Agentare intended to constitute expenses of administration under any Bankruptcy Law. The Company also agrees covenants to indemnify the Warrant Agent Trustee and its officers, directors, employees and agents for, and to hold it such Persons harmless against, any loss, liability or expense incurred without gross negligenceby them, arising out of or willful misconduct on in connection with the part acceptance or administration of this Indenture or the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent trusts hereunder or the performance of their duties hereunder, including the reasonable costs and expenses of defending themselves against or investigating any claim of liability in the premises, except to the extent that any such liabilityloss, liability or expense was due to the negligence or willful misconduct of such Persons. The Warrant Agent obligations of the Company under this Section 9.08 to compensate and indemnify the Trustee and its officers, directors, employees and agents and to pay or reimburse such Persons for expenses, disbursements and advances shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the earlier resignation or discharge removal of the Warrant Agent or the termination of this AgreementTrustee. Anything in this Agreement Such additional indebtedness shall be a senior claim to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised that of the possibility thereof Securities upon all property and regardless funds held or collected by the Trustee as such, except funds held in trust for the benefit of the form Holders of action in which such damages are soughtparticular Securities, and the Warrant Agent’s aggregate liability Securities are hereby subordinated to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.such

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company also agrees to indemnify the Warrant Agent for, and to hold save it harmless againstagainst any and all liabilities, any lossincluding judgments, liability costs and reasonable counsel fees, for anything done or expense incurred without gross negligenceomitted by the Warrant Agent in the execution of this Agreement, or willful misconduct on the part except as a result of the Warrant Agent’s gross negligence, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liabilitywillful misconduct or bad faith. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed set forth in a mutually agreed upon fee schedule executed on Exhibit 4 hereto or before the date hereof for all services rendered by the Warrant Agent and on demand of the Warrant Agent to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) and other disbursements incurred without gross negligence or willful misconduct finally adjudicated in the preparation, delivery, negotiation, amendment, administration and execution of this Warrant Agency Agreement and the exercise and performance of its duties hereunder. The Company covenants and agrees to have been directly caused by indemnify and to hold harmless the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any and all loss, liability liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable and documented fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Warrant AgentAgent (which gross negligence, finally adjudicated bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to have been directly caused be taken by the Warrant Agent hereunderin connection with the execution, acceptance, administration, exercise and performance of its duties under this Warrant Agency Agreement, including the reasonable and documented costs and expenses of defending against any claim of such liabilityliability arising therefrom, directly or indirectly, or enforcing its rights hereunder. The Warrant Agent shall not be under no obligation liable for the Company’s failure to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the timely deliver Preferred Warrant Agent in expense, unless first indemnified Shares pursuant to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge terms of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstandingPreferred Warrants, in no event nor shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or any liquidated damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderdamages associated therewith.

Compensation and Indemnification. (a) The Company Depositor hereby agrees promptly to pay (i) compensate the Warrant Agent Owner Trustee in accordance with a separate fee agreement with the compensation detailed on Exhibit 4 hereto Owner Trustee, (ii) reimburse the Owner Trustee for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel feesand other experts) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and (iii) indemnify, defend and hold harmless the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, Owner Trustee and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agentofficers, finally adjudicated to have been directly caused by Warrant Agent hereunderdirectors, employees and agents of the Owner Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable costs fees and expenses of defending counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify any claim Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such liabilityIndemnified Person. (b) To the fullest extent permitted by law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition of any matter upon receipt by the Depositor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Agreement. (c) As security for any amounts owing to the Owner Trustee hereunder, the Owner Trustee shall have a lien against the Trust property, which lien shall be prior to the rights of the Depositor or any other beneficial owner of the Trust. The Warrant Agent shall be obligations of the Depositor under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph Section 3 shall survive the resignation or discharge of the Warrant Agent or the termination of this Trust Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company covenants and agrees promptly to pay to the Warrant Agent Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation detailed on Exhibit 4 hereto of a trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except to the extent that any such expense, disbursement or advance is due to its gross negligence or bad faith. When the Trustee incurs expenses or renders services rendered by in connection with an Event of Default specified in Section 4.1 hereof, the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including the reasonable counsel feescharges and expenses of its counsel) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and the Warrant Agent in connection with compensation for the services rendered hereunder by the Warrant Agentare intended to constitute expenses of administration under any bankruptcy law. The Company also agrees covenants to indemnify the Warrant Agent Trustee and its officers, directors, employees and agents for, and to hold it such Persons harmless against, any loss, liability or expense incurred without gross negligenceby them, arising out of or willful misconduct on in connection with the part acceptance or administration of this Indenture or the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent trusts hereunder or the performance of their duties hereunder, including the reasonable costs and expenses of defending themselves against or investigating any claim of liability in the premises, except to the extent that any such liabilityloss, liability or expense was due to the gross negligence or willful misconduct of such Persons. The Warrant Agent obligations of the Company under this Section 5.8 to compensate and indemnify the Trustee and its officers, directors, employees and agents and to pay or reimburse such Persons for expenses, disbursements and advances shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the earlier resignation or discharge removal of the Warrant Agent or the termination of this AgreementTrustee. Anything in this Agreement Such additional indebtedness shall be a senior claim to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised that of the possibility thereof Notes upon all property and regardless funds held or collected by the Trustee as such, except funds held in trust for the benefit of the form Holders of action in which such damages are soughtparticular Notes, and the Warrant Agent’s aggregate liability Notes are hereby subordinated to the Company, or any such senior claim. “Trustee” for purposes of the Company’s representatives or agents, under this Section 14(a) 5.8 shall include any predecessor Trustee, but the negligence or under willful misconduct of any Trustee shall not affect the indemnification of any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderTrustee.

Compensation and Indemnification. The Company covenants and agrees promptly to pay to the Warrant Agent Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation detailed on Exhibit 4 hereto of a trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except to the extent that any such expense, disbursement or advance is due to its negligence or bad faith. When the Trustee incurs expenses or renders services rendered by in connection with an Event of Default specified in Section 4.1 hereof, the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including the reasonable counsel feescharges and expenses of its counsel) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and the Warrant Agent in connection with compensation for the services rendered hereunder by the Warrant Agentare intended to constitute expenses of administration under any bankruptcy law. The Company also agrees covenants to indemnify the Warrant Agent Trustee and its officers, directors, employees and agents for, and to hold it such Persons harmless against, any loss, liability or expense incurred without gross negligenceby them, arising out of or willful misconduct on in connection with the part acceptance or administration of this Indenture or the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent trusts hereunder or the performance of their duties hereunder, including the reasonable costs and expenses of defending themselves against or investigating any claim of liability in the premises, except to the extent that any such liabilityloss, liability or expense was due to the negligence or willful misconduct of such Persons. The Warrant Agent obligations of the Company under this Section 5.8 to compensate and indemnify the Trustee and its officers, directors, employees and agents and to pay or reimburse such Persons for expenses, disbursements and advances shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the earlier resignation or discharge removal of the Warrant Agent or the termination of this AgreementTrustee. Anything in this Agreement Such additional indebtedness shall be a senior claim to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised that of the possibility thereof Securities upon all property and regardless funds held or collected by the Trustee as such, except funds held in trust for the benefit of the form Holders of action in which such damages are soughtparticular Securities, and the Warrant Agent’s aggregate liability Securities are hereby subordinated to the Company, or any such senior claim. “Trustee” for purposes of the Company’s representatives or agents, under this Section 14(a) 5.8 shall include any predecessor Trustee, but the negligence or under willful misconduct of any Trustee shall not affect the indemnification of any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderTrustee.

Compensation and Indemnification. (a) The Company Depositor hereby agrees promptly to pay (i) compensate the Warrant Agent Trustee in accordance with a separate fee agreement with the compensation detailed on Exhibit 4 hereto Trustee, (ii) reimburse the Trustee for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel feesand other experts) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and (iii) indemnify, defend and hold harmless the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, Trustee and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agentofficers, finally adjudicated to have been directly caused by Warrant Agent hereunderdirectors, employees and agents of the Trustee (the "Indemnified Persons") from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable costs fees and expenses of defending counsel), taxes and penalties of any kind and nature whatsoever (collectively, "Expenses"), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify any claim Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such liabilityIndemnified Person. (b) To the fullest extent permitted by law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition of any matter upon receipt by the Depositor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Agreement. (c) As security for any amounts owing to the Trustee hereunder, the Trustee shall have a lien against the Trust property, which lien shall be prior to the rights of the Depositor or any other beneficial owner of the Trust. The Warrant Agent shall be obligations of the Depositor under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph Section 10 shall survive the resignation or discharge of the Warrant Agent or the termination of this Trust Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company covenants and agrees promptly to pay to the Warrant Agent Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation detailed on Exhibit 4 hereto of a trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except to the extent that any such expense, disbursement or advance is due to its negligence or bad faith. When the Trustee incurs expenses or renders services rendered by in connection with an Event of Default specified in Section 4.1 hereof, the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including the reasonable counsel feescharges and expenses of its counsel) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and the Warrant Agent in connection with compensation for the services rendered hereunder by the Warrant Agentare intended to constitute expenses of administration under any Bankruptcy Law. The Company also agrees covenants to indemnify the Warrant Agent Trustee and its officers, directors, employees and agents for, and to hold it such Persons harmless against, any loss, liability or expense incurred without gross negligenceby them, arising out of or willful misconduct on in connection with the part acceptance or administration of this Indenture or the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent trusts hereunder or the performance of their duties hereunder, including the reasonable costs and expenses of defending themselves against or investigating any claim of liability in the premises, except to the extent that any such liabilityloss, liability or expense was due to the negligence or willful misconduct of such Persons. The Warrant Agent obligations of the Company under this Section 5.8 to compensate and indemnify the Trustee and its officers, directors, employees and agents and to pay or reimburse such Persons for expenses, disbursements and advances shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the earlier resignation or discharge removal of the Warrant Agent or the termination of this AgreementTrustee. Anything in this Agreement Such additional indebtedness shall be a senior claim to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised that of the possibility thereof Securities upon all property and regardless funds held or collected by the Trustee as such, except funds held in trust for the benefit of the form Holders of action in which such damages are soughtparticular Securities, and the Warrant Agent’s aggregate liability Securities are hereby subordinated to the Company, or any such senior claim. “Trustee” for purposes of the Company’s representatives or agents, under this Section 14(a) 5.8 shall include any predecessor Trustee, but the negligence or under willful misconduct of any Trustee shall not affect the indemnification of any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderTrustee.

Compensation and Indemnification. a. The Company Depositor hereby agrees promptly to pay (i) compensate the Warrant Agent Owner Trustee in accordance with a separate fee agreement with the compensation detailed on Exhibit 4 hereto Owner Trustee, (ii) reimburse the Owner Trustee for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel feesand other experts) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and (iii) indemnify, defend and hold harmless the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, Owner Trustee and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agentofficers, finally adjudicated to have been directly caused by Warrant Agent hereunderdirectors, employees and agents of the Owner Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable costs fees and expenses of defending counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify any claim Indemnified Person for any Expenses which are a result of the willful misconduct or gross negligence of such liabilityIndemnified Person. b. To the fullest extent permitted by law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Depositor prior to the final disposition of any matter upon receipt by the Depositor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Agreement. c. As security for any amounts owing to the Owner Trustee hereunder, the Owner Trustee shall have a lien against the Trust property, which lien shall be prior to the rights of the Depositor or any other beneficial owner of the Trust. The Warrant Agent shall be obligations of the Depositor under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph Section 3 shall survive the resignation or discharge of the Warrant Agent or the termination of this Trust Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify and defend the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs costs, attorney fees of counsel for the Warrant Agent elected by the Warrant Agent and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company covenants and agrees promptly to pay to the Warrant Agent Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation detailed on Exhibit 4 hereto of a trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except to the extent that any such expense, disbursement or advance is due to its negligence or bad faith. When the Trustee incurs expenses or renders services rendered by in connection with an Event of Default specified in Section 4.1 hereof, the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including the reasonable counsel feescharges and expenses of its counsel) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and the Warrant Agent in connection with compensation for the services rendered hereunder by the Warrant Agentare intended to constitute expenses of administration under any Bankruptcy Law. The Company also agrees covenants to indemnify the Warrant Agent Trustee and its officers, directors, employees and agents for, and to hold it such Persons harmless against, any loss, liability or expense incurred without gross negligenceby them, arising out of or willful misconduct on in connection with the part acceptance or administration of this Indenture or the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent trusts hereunder or the performance of their duties hereunder, including the reasonable costs and expenses of defending themselves against or investigating any claim of liability in the premises, except to the extent that any such liabilityloss, liability or expense was due to the negligence or willful misconduct of such Persons. The Warrant Agent obligations of the Company under this Section 5.8 to compensate and indemnify the Trustee and its officers, directors, employees and agents and to pay or reimburse such Persons for expenses, disbursements and advances shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the earlier resignation or discharge removal of the Warrant Agent or the termination of this AgreementTrustee. Anything in this Agreement Such additional indebtedness shall be a senior claim to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised that of the possibility thereof Securities upon all property and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, funds held or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received collected by the Warrant Agent Trustee as fees and charges under this Agreementsuch, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.except funds held in trust for the

Compensation and Indemnification. (a) The Company agrees promptly Representatives shall look solely to pay the Warrant Agent Holders and the Escrow Account for payment of any compensation detailed payable to them for their services hereunder and for any indemnification against any Liability incurred by them in connection with the Agreement. As compensation for performance of services hereunder as Representatives, each Representative shall receive an amount equal to $30,000 (subject to adjustment as provided below) per annum, payable monthly in arrears on Exhibit 4 hereto the last day of each calendar month for all services rendered so long as such Representative has any duties or obligations under this Agreement, plus such additional compensation as may at any time or from time to time be proposed in writing by the Warrant Agent Representatives (or any one of them) and approved by the Majority Holders. In the event this Agreement, or the period of service hereunder of any Representative, shall commence or end on other than the first or last day of a calendar month, such monthly amount (but no other amount unless otherwise agreed) shall be appropriately prorated. All payments due to reimburse the Warrant Agent Representatives under the foregoing sentence may be paid from the Escrow Account and the Representatives shall be authorized to make withdrawals from the Escrow Account for such purpose. The amount of the annual fee referred to above shall be adjusted upwards or downwards, as the case may be, for each calendar year commencing after the date hereof by the amount of the change (if any) in the Cost of Living during the prior calendar year based on the Consumer Price Index for Urban Consumers All Items—Less Shelter—Index (1967=100) as published with respect to the greater Houston metropolitan area by the Bureau of Labor Statistics for the United States Department of Labor. If such Index is discontinued or revised in any material respect, the Representatives, acting in good faith and after consultation with an independent consultant, shall designate a substitute index which shall thereafter be used in order to obtain substantially the same result as would have been obtained had such Index not been so discontinued or revised. (b) In addition to the fees described above, each Representative shall be entitled to be promptly reimbursed by the Holders for the reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent such Representative in connection with his service as a Representative hereunder. All payments due to the services rendered hereunder by Representatives under the Warrant Agent. The Company also agrees to indemnify foregoing sentence may be paid from the Warrant Agent for, Escrow Account and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent Representatives shall be under no obligation authorized to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve make withdrawals from the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement Escrow Account for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderpurpose.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 2 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s years’ fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed in mutually agreed upon fee schedule executed on Exhibit 4 hereto the date hereof for all services rendered by the Warrant ​ Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) and other disbursements incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by in the Warrant Agent in connection with preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the services rendered hereunder by the Warrant Agentexercise and performance of its duties hereunder. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated by a court of competent jurisdiction to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities and compensation provided by this paragraph shall survive the resignation or discharge of the Warrant Agent Agent, the expiration of the Warrants or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, or any other person or entity under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 5 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Warrant Agent shall be liable hereunder only for its own willful misconduct. The Company also agrees to indemnify the Warrant Agent for, and to hold save it harmless againstagainst any and all liabilities, any lossincluding judgments, liability costs and reasonable counsel fees, for anything done or expense incurred without gross negligenceomitted by the Warrant Agent in the execution of this Agreement, or willful misconduct on the part except as a result of the Warrant Agent’s gross negligence, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liabilitywillful misconduct or bad faith. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The i. Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto engagement fee immediately upon the execution of this Agreement and for all services rendered by the Warrant Agent as detailed on Exhibit 2 and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without incurred, other than in the event of bad faith, gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without incurred, other than in the event of bad faith, gross negligence, negligence or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by arising out of or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of investigation and defending against any claim of such liability. The Warrant Agent shall be under no obligation Company’s obligations to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph indemnify and hold harmless shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement, the termination of the Warrants, and the appointment of a successor Warrant Agent. ii. Anything None of the provisions contained in this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid. The Warrant Agent shall act hereunder solely as agent for the Company, for the benefit of the Company and the holders of Warrants, and its duties shall be determined solely by the provisions hereof. The Warrant Agent shall not be liable to the contrary notwithstandingCompany or any holder of Warrants for anything which it may do or refrain from doing in connection with this Agreement or the administration of the Warrants except for its own gross negligence, in willful misconduct or bad faith. In no event shall the Warrant Agent be liable under have any liability for any incidental, special, statutory, indirect or consequential damages, or for any loss of profits, revenue, data or cost of cover. The Warrant Agent’s liability arising out of or in connection with this Agreement or the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised administration of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and Warrants shall not exceed the aggregate amount of all fees (excluding expenses) paid or payable under this Agreement in any circumstances, one (1) year’s fees received by the twelve month period immediately preceding the date of the first event giving rise to liability. iii. Warrant Agent may provide utility for the exercise of Warrants as a convenience to Warrant Holders through Stripe Connect or similar services so that Warrant exercise may be made using credit or ACH services. Warrant Agent shall be entitled to receive as a service or convenience fee an amount equal to ___ basis points, to be deducted from the amount of Warrant exercise price paid to the Company (in addition to all credit card processing fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed assessed by Stripe) which will be paid directly to the Warrant Agent by Stripe, and not as a setoff against the amount of Warrant exercise price paid by Holders of Warrants. The foregoing paragraphs of this Section 1.4(a) and this Agreement shall apply equally to all credit and ACH payments made or arranged by or through Stripe and Warrant Agent. For the absence of doubt, Warrant Agent shall not be responsible and shall not suffer or incur any chargeback, setoff, claim, or holdback on account of Holders of Warrants who elect to pay the exercise price via credit or ACH. In the event that Stripe shall assess any chargeback, setoff, claim or holdback against Warrant Agent, then in such case, Company hereundershall reimburse Warrant Agent in full for such amount within 48 hours of such assessment by wire transfer of immediately available funds in such chargeback, setoff, claim or holdback amount, until reversed by Stripe, and upon failure to reimburse, such amount shall accrue interest at a rate of eighteen (18%) percent per annum until paid in full.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 2 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the execution and performance of services rendered hereunder by hereunder, without gross negligence, bad faith or willful misconduct of the Warrant AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgement of a court of competent jurisdiction). The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any and all loss, liability liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable and documented fees and expenses of outside legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Warrant AgentAgent (which gross negligence, finally adjudicated bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to have been directly caused be taken by the Warrant Agent hereunderin connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the reasonable and documented costs and expenses of defending against any claim of such liabilityliability arising therefrom, directly or indirectly, or enforcing its rights hereunder. The Provided the Warrant Agent has performed its duties as soon as commercially practicable, the Warrant Agent shall not be under no obligation liable for the Company’s failure to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the timely deliver Warrant Agent in expense, unless first indemnified Shares pursuant to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge terms of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstandingWarrants, in no event nor shall the Warrant Agent be liable under for any liquidated damages or in connection with any other damages associated therewith. Neither party to this Agreement shall be liable to the Agreement other party for any consequential, indirect, specialspecial or incidental damages under any provisions of this Agreement or for any consequential, incidentalindirect, punitive punitive, special or consequential losses or incidental damages arising out of any kind whatsoever, including but not limited act or failure to lost profits, whether or not foreseeable, act hereunder even if the Warrant Agent that party has been advised of or has foreseen the possibility thereof and regardless of such damages. Notwithstanding anything contained herein to the form of action in which such damages are soughtcontrary, and the Warrant Agent’s aggregate liability to the Companyduring any term of this Agreement with respect to, arising from, or any of the Company’s representatives arising in connection with this Agreement, or agents, from all services provided or omitted to be provided under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, or in tort, or otherwise, is expressly limited to, and shall not exceed in any circumstancesexceed, one (1) year’s fees received the amounts paid hereunder by the Company to Warrant Agent as fees and charges under this Agreementcharges, but not including reimbursable expenses previously reimbursed to expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent by the Company hereunderis being sought.

Compensation and Indemnification. (i) The Company agrees promptly to pay the Warrant Agent the compensation detailed in mutually agreed upon fee schedule provided separately and executed on Exhibit 4 hereto the date hereof for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) and other disbursements incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by in the Warrant Agent in connection with preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the services rendered hereunder by the Warrant Agent. exercise and performance of its duties hereunder. (ii) The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability liability, damage, judgement, fine, penalty, claim, demand, settlement, cost or expense (including the reasonable fees and expenses of legal counsel) which may be paid, incurred or suffered by it, or which it may become subject arising from or out of, directly or indirectly, any claims or liability resulting from any action taken, suffered, or omitted by the Warrant Agent pursuant hereto without gross negligence, negligence or willful misconduct (each as determined by a final, non-appealable judgement of a court of competent jurisdiction) on the part of the Warrant AgentAgent in connection with the execution, finally adjudicated to have been directly caused by Warrant Agent hereunderacceptance, administration, exercise, and performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of such liability. liability arising therefrom, directly or indirectly, or of enforcing its rights under this Agreement. (iii) The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s 's satisfaction. The indemnities provided . (iv) From time to time, the Company may provide Warrant Agent with instructions concerning the services performed by this paragraph shall survive the resignation or discharge of the Warrant Agent hereunder. In addition, at any time Warrant Agent may apply to the Chief Executive Officer or Chief Financial Officer for instruction, and may consult with legal counsel for Warrant Agent or Company with respect to any matter arising in connection with the termination of services to be performed by the Warrant Agent under this Agreement. The Warrant Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company for any action taken or omitted by Warrant Agent in reliance upon any Company instructions or upon the advice or opinion of such counsel in absence of bad faith (which bad faith must be determined by a final, non-appealable judgement of a court of competent jurisdiction). Warrant Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from Company. (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought. (vi) Notwithstanding anything contained herein to the contrary, and the Warrant Agent’s 's aggregate liability to the Company, or any of the Company’s 's representatives or agents, under this Section 14(a) or under any other person or entity during any term of this Agreement with respect to, arising from or provision of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received the amounts paid by the Company to the Warrant Agent as fees and charges under this Agreement, Agreement (but not including reimbursable expenses previously reimbursed expenses) during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. (vii) Notwithstanding anything to the contrary, the Warrant Agent shall not be obligated to perform any duties inconsistent with its duties under this Agreement, and the Warrant Agent shall be entitled to resign immediately upon written notice to the Company in the event of inconsistency between the terms of the Warrant Certificate and this Agreement that adversely affects the rights, immunities, liabilities, duties or obligations of the Warrant Agent, and the Warrant Agent shall be indemnified and held harmless by the Company hereunderwith respect to such actions. (viii) This Section 14 shall survive the resignation or discharge of the Warrant Agent, the expiration of the Warrants or the termination of this Agreement.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused (each as determined by the Warrant Agent a determined by a final, non-appealable judgement of a court of competent jurisdiction) arising out of or in connection with the execution and performance of services rendered hereunder by as the Warrant AgentAgent pursuant to this Agreement. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability liability, damage, judgement, fine, penalty, claim, demand, settlement, cost or expense incurred (including, without limitation, the reasonable fee and expense of legal counsel) that may be paid, incurred, or suffered by it, or to which it may become subject without gross negligence, negligence or willful misconduct (each as determined by a final, non-appealable judgement of a court of competent jurisdiction) on the part of the Warrant AgentAgent for any action taken, finally adjudicated suffered or omitted to have been directly caused be taken by the Warrant Agent in connection with the execution, acceptance, administration, exercise and performance of its duties hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall not be liable for the Company’s failure to timely deliver Warrant ADSs pursuant to the terms of the Warrants, nor shall the Warrant Agent be liable for any liquidated damages or any other damages associated therewith. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation exercise or discharge expiration of the Warrant Agent or Warrants, the termination of this AgreementAgreement and the resignation, replacement or removal of the Warrant Agent. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Warrant Agent be liable under or in connection with the this Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received the amounts paid hereunder by the Company to the Warrant Agent as fees and charges under this Agreementcharges, but not including reimbursable expenses previously reimbursed to expenses, during the one (1) year immediately preceding the event for which recovery from the Warrant Agent by the Company hereunderis being sought.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the execution and performance of services rendered hereunder by hereunder, without gross negligence, bad faith or willful misconduct of the Warrant AgentAgent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgement of a court of competent jurisdiction). The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto without gross negligence, bad faith or willful misconduct on the part of the Warrant AgentAgent (which gross negligence, finally adjudicated to have been directly caused bad faith or willful misconduct must be determined by Warrant Agent hereundera final, non-appealable judgement of a court of competent jurisdiction), including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of or has foreseen the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received the amounts paid hereunder by the Company to Warrant Agent as fees and charges under this Agreementcharges, but not including reimbursable expenses previously reimbursed to expenses, during the one (1) year immediately preceding the event for which recovery from Warrant Agent is being sought. This Section 14(a) shall survive the resignation or discharge of the Warrant Agent by or the Company hereundertermination of this Agreement.

Compensation and Indemnification. (i) The Company agrees promptly to pay the Warrant Agent the compensation detailed in mutually agreed upon fee schedule provided separately and executed on Exhibit 4 hereto the date hereof for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) and other disbursements incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by in the Warrant Agent in connection with preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the services rendered hereunder by the Warrant Agent. exercise and performance of its duties hereunder. (ii) The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability liability, damage, judgement, fine, penalty, claim, demand, settlement, cost or expense incurred or suffered by it, or which it may become subject arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent pursuant hereto without gross negligence, negligence or willful misconduct (each as determined by a final, non-appealable judgement of a court of competent jurisdiction) on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. . (iii) The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided . (iv) From time to time, Company may provide Warrant Agent with instructions concerning the services performed by this paragraph shall survive the resignation or discharge of the Warrant Agent hereunder. In addition, at any time Warrant Agent may apply to the Chief Executive Officer, Chief Financial Officer or Vice President of Company for instruction, and may consult with legal counsel for Warrant Agent or Company with respect to any matter arising in connection with the termination of services to be performed by the Warrant Agent under this Agreement. The Warrant Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company for any action taken or omitted by Warrant Agent in reliance upon any Company instructions or upon the advice or opinion of such counsel in absence of bad faith (which bad faith must be determined by a final, non- appealable judgement of a court of competent jurisdiction). Warrant Agent shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from Company. (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or ​ ​ ​ consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought. (vi) Notwithstanding anything contained herein to the contrary, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other person or entity during any term of this Agreement with respect to, arising from or provision of arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received the amounts paid by the Company to the Warrant Agent as fees and charges under this Agreement, Agreement (but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder) during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. (vii) Notwithstanding anything to the contrary, the Warrant Agent shall not be obligated to perform any duties inconsistent with its duties under this Agreement, and the Warrant Agent shall be entitled to resign immediately upon written notice to the Company in the event of inconsistency between the terms of the Warrant Certificate and this Agreement that materially and adversely affect the rights, immunities, liabilities, duties or obligations of the Warrant Agent, and the Warrant Agent shall be indemnified and held harmless by the Company with respect to such actions. (viii) This Section 14(a) shall survive the resignation or discharge of the Warrant Agent, the expiration of the Warrants or the termination of this Agreement.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 2 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-of- pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including including, but not limited limited, to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 2 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify and defend the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, in connection with a claim related to the subject matter of this Agreement, finally adjudicated to have been directly caused by Warrant Agent hereunderadjudicated, including the reasonable costs costs, attorney fees of counsel for the Warrant Agent selected by the Warrant Agent and expenses of defending against any claim of such liability, which reasonable defense costs and attorney fees shall be paid as incurred by the Warrant Agent. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company covenants and agrees promptly to pay to the Warrant Agent Trustee from time to time, and the Trustee shall be entitled to, such compensation detailed on Exhibit 4 hereto for all services rendered by it hereunder as the Warrant Agent parties shall agree from time to time (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Warrant Agent Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all Agents and other persons not regularly in its employ), except to the extent that any such expense, disbursement or advance is due to its negligence or bad faith. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.1, the expenses (including the reasonable counsel feescharges and expenses of its counsel) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and the Warrant Agent in connection with compensation for the services rendered hereunder by the Warrant Agentare intended to constitute expenses of administration under any Bankruptcy Law. The Company also agrees covenants to indemnify the Warrant Agent Trustee and its officers, directors, employees and Agents for, and to hold it such Persons harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct including taxes (other than taxes based on the part income of the Warrant AgentTrustee) incurred by them, finally adjudicated to have been directly caused by Warrant Agent arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder or the performance of their duties hereunder, including the reasonable costs and expenses of defending themselves against or investigating any claim of such liability. The Warrant Agent shall be under no obligation to institute (whether asserted by the Company, any Holder or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation Person) or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or liability in connection with the Agreement for indirect, special, incidental, punitive exercise or consequential losses or damages performance of any kind whatsoeverof its powers or duties hereunder, including but not limited except to lost profitsthe extent that any such loss, whether liability or not foreseeable, even if expense was due to the Warrant Agent has been advised negligence or willful misconduct of such Persons. The obligations of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, Company under this Section 14(a) 5.8 to compensate and indemnify the Trustee and its officers, directors, employees and Agents and to pay or under any other term or provision of this Agreementreimburse such Persons for expenses, whether in contract, tort, or otherwise, is expressly limited to, disbursements and advances shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees constitute additional indebtedness hereunder and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.shall

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 3 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s years fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-out- of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent; provided, that the Company shall not be entitled to any right of set off and such gross negligence or willful misconduct shall be determined by a final non-appealable judgment of a court of competent jurisdiction. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant AgentAgent (in each case as determined by a final, finally adjudicated to have been directly caused by non-appealable decision of a court of competent jurisdiction), arising out of or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the this Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 5 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable and documented out-of-pocket expenses (including reasonable and documented counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, negligence or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the The Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 [l] hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including including, but not limited limited, to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph Section 14(a) shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly shall pay to pay the Warrant Agent such fees as may be separately agreed between the compensation detailed on Exhibit 4 hereto for all services rendered by Company and Warrant Agent and the Warrant Agent’s out of pocket expenses in connection with this Warrant Agreement, including, without limitation, the reasonable fees and expenses of the Warrant Agent’s counsel. While the Warrant Agent and endeavors to reimburse the Warrant Agent for reasonable maintain out-of-pocket expenses charges (including reasonable counsel feesboth internal and external) incurred without gross negligence or willful misconduct finally adjudicated at competitive rates, these charges may not reflect actual out-of-pocket costs, and may include handling charges to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by cover internal processing and use of the Warrant Agent’s billing systems. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 2 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket ofpocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of by the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly Administrator will: (i) pay to the Indenture Trustee and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a "Separate Trustee") from time to time such compensation as the Issuer, the Administrator and the Indenture Trustee shall from time to time agree in writing for services rendered under the Indenture (which compensation shall not be limited by any law on compensation of a trustee of an express trust); (ii) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee and any Separate Trustee for all reasonable expenses, disbursements and advances reasonably incurred in connection with the performance of their duties under the Indenture; (iii) indemnify the Indenture Trustee and any Separate Trustee, in their respective individual capacities and as trustees, and their successors, assigns, directors, officers, employees and agents in accordance with Section 6.7 of the Indenture; (iv) defend any claim for which the Indenture Trustee or any Separate Trustee seeks indemnity and pay the Warrant Agent fees and expenses of separate counsel of the Indenture Trustee or any Separate Trustee related to such defense; (v) pay to the Owner Trustee from time to time compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent Owner Trustee under the Trust Agreement in accordance with a Fee Letter between the Administrator and the Owner Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (vi) reimburse the Warrant Agent Owner Trustee upon its request for all reasonable out-of-pocket expenses expenses, disbursements and advances incurred or made by the Owner Trustee in accordance with any provision of the Trust Agreement (including the reasonable compensation, expenses and disbursements of such agents and counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by as the Warrant Agent Owner Trustee may employ in connection with the services rendered hereunder by exercise and performance of its rights and its duties under the Warrant Agent. The Company also agrees Trust Agreement), except any such expense that may be attributable to the Owner Trustee's willful misconduct, gross negligence or bad faith; and (vii) indemnify the Warrant Agent forOwner Trustee in its individual capacity and as trustee and its successors, assigns, directors, officers, employees and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part agents in accordance with Section 8.2 of the Warrant AgentTrust Agreement; provided that, finally adjudicated notwithstanding anything to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute contrary contained herein or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expenseTransaction Document, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph clauses (i) through (vii) above shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel feesfees and expenses) and other disbursements incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by in the Warrant Agent in connection with preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the services rendered hereunder by the Warrant Agentexercise and performance of its duties hereunder. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expenses (including reasonable fees and expenses of its legal counsel) which may be paid, incurred or suffered by it or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions or expense omissions as Warrant Agent pursuant hereto; provided, that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred without or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith or willful misconduct on the part (in each case as determined by a final, non-appealable judgment of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the a court of competent jurisdiction). The reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve incurred by the Warrant Agent in expense, unless first indemnified to enforcing this right of indemnification shall be paid by the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this AgreementCompany. Anything in this Agreement to the contrary notwithstanding, in no event shall shall: (i) the Warrant Agent be liable under or in connection with the this Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and (ii) the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, or any other Person under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, exceed one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. (a) The Company covenants and agrees promptly from time to time to pay, and the Paying Agent shall be entitled to, compensation as agreed in writing between the Company and the Paying Agent and the Company covenants and agrees to pay or reimburse the Warrant Paying Agent the compensation detailed on Exhibit 4 hereto upon its request for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel feesto the Paying Agent), disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Agreement except to the extent any such expense, disbursement or advance may arise from the Paying Agent's own gross negligence or bad faith. (b) To the extent the Paying Agent is not reimbursed and indemnified by the Company in accordance with Sections 13.9(a) and 15.1(c), the Holders will reimburse and indemnify the Paying Agent, out of any proceeds that such Holders obtain or receive with respect to the Obligatoions, in proportion to their respective principal amounts of Obligations, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred without by or asserted against the Paying Agent in performing its duties hereunder or under the Note Documents, or in any way relating to or arising out of the Note Documents (the "Liabilities") except for those resulting solely from the Paying Agent's own gross negligence or willful misconduct finally adjudicated misconduct; provided that with respect to have been directly caused by any action taken at the Warrant request or direction of the Holders, the Holders will reimburse and indemnify the Paying Agent in connection with the services rendered hereunder by the Warrant Agentproportion to their respective principal amounts of Obligations for and against any and all Liabilities. The Company also agrees to indemnify covenants and indemnities set forth in this Section 13.9 shall survive at the Warrant Agent for, and to hold it harmless against, any loss, liability removal or expense incurred without gross negligence, or willful misconduct on the part resignation of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Paying Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any repayment of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderall Obligations.

Compensation and Indemnification. (a) The Company agrees Grantor shall pay to the Collateral Agent from time to time such compensation for its services hereunder as the parties shall agree in writing from time to time. The Collateral Agent’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Grantor shall reimburse the Collateral Agent promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for its services. Such expenses shall include the compensation and reasonable disbursements and expenses of the Collateral Agent’s agents and counsel. (b) The Grantor hereby agrees to indemnify the Collateral Agent (in its capacity as such) and its officers, directors, employees, representatives, agents and attorneys from and against any and all services rendered liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for the Collateral Agent or such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Collateral Agent or such Person shall be designated a party thereto) which may at any time (including, without limitation, at any time following the payment of the Secured Obligations) be imposed on, incurred by or asserted against the Collateral Agent or such Person as a result of, in any way relating to or arising out of this Agreement or the Security Documents, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Warrant Collateral Agent and to reimburse hereunder or thereunder or in connection herewith or therewith; provided that the Warrant Agent Grantor shall not be liable for reasonable out-of-pocket the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees) incurred without or disbursements resulting solely from the gross negligence or willful misconduct of the Collateral Agent or such Person seeking indemnification hereunder as finally adjudicated to have been directly caused determined by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agenta court of competent jurisdiction. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding agreements in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph section shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to and the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised payment of the possibility thereof Secured Obligations and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability all other amounts payable to the Company, or any of the Company’s representatives or agents, under Secured Parties. (c) To secure the payment obligations of the Grantor in this Section 14(a) 6.10, the Collateral Agent shall have a Lien on all money and property held or under any other term or provision collected by the Collateral Agent, subject to the provisions of the Intercreditor Agreement. Such Lien shall survive the satisfaction and discharge of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.. US_ACTIVE:\43906857\08\79831.0003

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto in accordance with a fee schedule to be mutually agreed upon for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company covenants and agrees to have been directly caused by indemnify and to hold the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any and all loss, liability liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Warrant AgentAgent (which gross negligence, finally adjudicated bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to have been directly caused be taken by the Warrant Agent hereunderin connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute liability arising therefrom, directly or defend any action, suitindirectly, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified enforcing its rights hereunder. Notwithstanding anything contained herein to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstandingcontrary, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the CompanyCompany during any term of this Agreement with respect to, arising from, or any of the Company’s representatives arising in connection with this Agreement, or agents, from all services provided or omitted to be provided under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, or in tort, or otherwise, is expressly limited to, and shall not exceed in any circumstancesexceed, one (1) year’s fees received the amounts paid hereunder by the Company to Warrant Agent as fees and charges under this Agreementcharges, but not including reimbursable expenses previously reimbursed to expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. The obligations of the Company set forth in this paragraph and the rights and immunities of the Warrant Agent by under this Section 14 shall survive the Company hereundertermination of this Agreement and the resignation or removal of the Warrant Agent.

Compensation and Indemnification. The Company Issuer covenants and agrees promptly to pay to the Warrant Agent Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation detailed on Exhibit 4 hereto of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by it or on its behalf in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except to the extent that any such expense, disbursement or advance is due to its negligence or bad faith. The Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax chargeable in respect of its remuneration under this Indenture. When the Trustee incurs expenses or renders services rendered by in connection with an Event of Default specified in Section 4.1 hereof, the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including the reasonable counsel feescharges and expenses of its counsel) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and the Warrant Agent in connection with compensation for the services rendered hereunder by the Warrant Agentare intended to constitute expenses of administration under any Bankruptcy Law. The Company Issuer also agrees covenants to indemnify the Warrant Agent Trustee and its officers, directors, employees and agents for, and to hold it such Persons harmless against, any loss, liability or expense incurred without gross negligenceby them, arising UK/1309140/10 - 38 - 246135/70-40262323 out of or willful misconduct on in connection with the part acceptance or administration of this Indenture or the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent trusts hereunder or the performance of their duties hereunder, including the reasonable costs and expenses of defending themselves against or investigating any claim of liability in the premises, except to the extent that any such liabilityloss, liability or expense was due to the negligence or willful misconduct of such Persons. The Warrant Agent obligations of the Issuer under this Section 5.8 to compensate and indemnify the Trustee and its officers, directors, employees and agents and to pay or reimburse such Persons for expenses, disbursements and advances shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the earlier resignation or discharge removal of the Warrant Agent or the termination of this AgreementTrustee. Anything in this Agreement Such additional indebtedness shall be a senior claim to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised that of the possibility thereof Notes upon all property and regardless funds held or collected by the Trustee as such, except funds held in trust for the benefit of the form Holders of action in which such damages are soughtparticular Notes, and the Warrant Agent’s aggregate liability Notes are hereby subordinated to the Company, or any such senior claim. “Trustee” for purposes of the Company’s representatives or agents, under this Section 14(a) 5.8 shall include any predecessor Trustee, but the negligence or under willful misconduct of any Trustee shall not affect the indemnification of any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderTrustee.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 5 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s reasonable satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company covenants and agrees promptly to pay to the Warrant Agent Trustee from time to time, and the Trustee shall be entitled to, such compensation as agreed to in writing by the Trustee and the Company (which shall not be limited by any provision of law in regard to the compensation detailed on Exhibit 4 hereto of a trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except to the extent that any such expense, disbursement or advance is due to its negligence or bad faith. When the Trustee incurs expenses or renders services rendered by in connection with an Event of Default specified in Section 4.1, the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including the reasonable counsel feescharges and expenses of its counsel) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and the Warrant Agent in connection with compensation for the services rendered hereunder by the Warrant Agentare intended to constitute expenses of administration under any bankruptcy law. The Company also agrees covenants to indemnify the Warrant Agent Trustee and its officers, directors, employees and agents for, and to hold it such Persons harmless against, any loss, liability or expense incurred without gross negligenceby them, arising out of or willful misconduct on in connection with the part acceptance or administration of this Indenture or the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent trusts hereunder or the performance of their duties hereunder, including the reasonable costs and expenses of defending themselves against or investigating any claim of liability in the premises, except to the extent that any such liabilityloss, liability or expense was due to the negligence or willful misconduct of such Persons. The Warrant Agent obligations of the Company under this Section 5.8 to compensate and indemnify the Trustee and its officers, directors, employees and agents and to pay or reimburse such Persons for expenses, disbursements and advances shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the earlier resignation or discharge removal of the Warrant Agent or the termination of this AgreementTrustee. Anything in this Agreement Such additional indebtedness shall be a lien prior to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised that of the possibility thereof Securities upon all property and regardless funds held or collected by the Trustee as such, except funds held in trust for the benefit of the form Holders of action in which such damages are soughtparticular Securities, and the Warrant Agent’s aggregate liability Securities are hereby subordinated to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.such senior claim. "

Compensation and Indemnification. (a) The Company Beneficial Owner hereby agrees promptly to pay (i) compensate the Warrant Agent Delaware Trustee in accordance with a separate fee agreement with the compensation detailed on Exhibit 4 hereto Delaware Trustee, (ii) reimburse the Delaware Trustee for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel feesand other experts) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and (iii) indemnify, defend and hold harmless the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, Delaware Trustee and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agentofficers, finally adjudicated to have been directly caused by Warrant Agent hereunderdirectors, employees and agents of the Delaware Trustee (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable costs fees and expenses of defending counsel), taxes and penalties (including, without limitation, with respect to natural resource damages and any mitigative action required by or under Environmental Laws (as defined below)) of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Beneficial Owner shall not be required to indemnify any claim Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such liabilityIndemnified Person. (b) To the fullest extent permitted by law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Beneficial Owner prior to the final disposition of any matter upon receipt by the Beneficial Owner of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified under this Trust Agreement. (c) As security for any amounts owing to the Delaware Trustee hereunder, the Delaware Trustee shall have a lien against the Trust property, which lien shall be prior to the rights of the Beneficial Owner or any other beneficial owner of the Trust. The Warrant Agent shall be obligations of the Beneficial Owner under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph Section 3 shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Trust Agreement to and the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised dissolution and termination of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(aTrust. (d) or under any other term or provision For purposes of this Trust Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by “Environmental Laws” shall mean and include the Warrant Agent as fees Resource Conservation and charges under this AgreementRecovery Act of 1976, but not including reimbursable expenses previously reimbursed the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the Hazardous Materials Transportation Act of 1975, the Toxic Substances Control Act, the Clean Air Act, the Federal Insecticide, Fungicide and Rodenticide Act and all similar federal, state and local environmental laws, ordinances, rules, orders, statutes, decrees, judgments, injunctions, codes and regulations, and any other federal, state or local laws, ordinances, rules, codes and regulations relating to the Warrant Agent environment, human health or natural resources or the regulation or control of or imposing liability or standards of conduct concerning human health, the environment, Hazardous Materials (as defined below) or the clean-up or other remediation of the Trust property; and (2) “Hazardous Material” shall mean any substance, waste or material which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous by listing characteristic or definition under any Environmental Law, including petroleum, crude oil or any fraction thereof, petroleum derivatives, by-products and other hydrocarbons and which is or becomes regulated by any governmental authority, including any agency, department, commission, board or instrumentality of the Company hereunderUnited States, any state or any political subdivision thereof and also including asbestos, asbestos containing materials, urea formaldehyde foam insulation, polychlorinated biphenyls and radon gas.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 3 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 5 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also covenants and agrees to indemnify and to hold the Warrant Agent for, and to hold it harmless against, against any loss, liability liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including the reasonable fees and expenses of legal counsel) (collectively, “Losses”) which may be paid, incurred without gross negligenceor suffered by or to which it may become subject, arising from or willful misconduct on the part of out of, directly or indirectly, any claims or liability resulting from any action taken, suffered or omitted by the Warrant AgentAgent in connection with the execution, finally adjudicated to have been directly caused by Warrant Agent hereunderacceptance, administration, exercise and performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or of enforcing its rights under this Agreement; provided, that such liability. The covenant and agreement does not extend to, and the Warrant Agent shall not be under no obligation to institute indemnified with respect to, such Losses incurred or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve suffered by the Warrant Agent in expenseas a result of, unless first indemnified or arising out of, its gross negligence, bad faith, or willful misconduct (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction). Notwithstanding anything contained herein to the contrary, the Warrant Agent’s satisfaction. The indemnities aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all Services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by this paragraph shall survive the resignation or discharge of the Company to Warrant Agent or as fees and charges, but not including reimbursable expenses, during the termination of this Agreementtwelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought. The obligations of the Company and the rights of the Warrant Agent set forth in this Section 14 shall survive the exercise or expiration of the Warrants, the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto in accordance with a fee schedule to be mutually agreed upon for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company covenants and agrees to have been directly caused by indemnify and to hold the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any and all loss, liability liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Warrant AgentAgent (which gross negligence, finally adjudicated bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to have been directly caused be taken by the Warrant Agent hereunderin connection with the exercise and performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of such liabilityliability arising therefrom, directly or indirectly, or enforcing its rights hereunder. The Provided the Warrant Agent has performed its duties as soon as commercially practicable, the Warrant Agent shall not be under no obligation liable for the Company’s failure to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the timely deliver Warrant Agent in expense, unless first indemnified Shares pursuant to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge terms of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstandingWarrants, in no event nor shall the Warrant Agent be liable under for any liquidated damages or in connection with any other damages associated therewith. Neither party to this Agreement shall be liable to the Agreement other party for any consequential, indirect, specialspecial or incidental damages under any provisions of this Agreement or for any consequential, incidentalindirect, punitive punitive, special or consequential losses or incidental damages arising out of any kind whatsoever, including but not limited act or failure to lost profits, whether or not foreseeable, act hereunder even if the Warrant Agent that party has been advised of or has foreseen the possibility thereof and regardless of the form of action in which such damages are soughtNotwithstanding anything contained herein to the contrary, and the Warrant Agent’s aggregate liability to the Company▇▇▇▇▇▇▇▇▇ during any term of this Agreement with respect to, arising from, or any of the Company’s representatives arising in connection with this Agreement, or agents, from all services provided or omitted to be provided under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, or in tort, or otherwise, is expressly limited to, and shall not exceed in any circumstancesexceed, one (1) year’s fees received the amounts paid hereunder by the Company to Warrant Agent as fees and charges under this Agreementcharges, but not including reimbursable expenses previously reimbursed to expenses, during the twelve (12) months immediately preceding the event for which recovery from Warrant Agent is being sought. This paragraph shall survive the exercise or expiration of the Warrants, the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent by the Company hereunderAgent.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 5 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by the Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s reasonable satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on [Exhibit 4 4] hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, Agent which is finally adjudicated to have been directly caused by Warrant Agent hereunder, including (without limitation) the reasonable costs and expenses of defending against any claim of such liability. The Except for notifying the Company, the Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including including, but not limited limited, to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s the fees received by (or payable to) the Warrant Agent as fees and charges under this Agreement, Agreement (but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder).

Compensation and Indemnification. The Company agrees promptly shall pay to pay the Warrant Trustee, the Conversion Agent, the Paying Agent and the Registrar (each an “Indemnified Party”) from time to time compensation detailed for their respective services as Trustee, Conversion Agent, Paying Agent or Registrar, as the case may be, as agreed in writing. The Trustee’s compensation shall not be limited by any law on Exhibit 4 hereto compensation of a trustee of an express trust. The Company shall reimburse each Indemnified Party upon request for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) expenses, disbursements and advances incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused made by the Warrant Agent it in connection with the services rendered hereunder by performance of its duties under this Indenture. Such expenses shall include the Warrant Agentreasonable fees and expenses of each of such Indemnified Party’s agents and counsel. The Company also agrees to indemnify the Warrant Agent hereby indemnifies each Indemnified Party and its agents, employees, stockholders and directors and officers for, and to hold it holds each of them harmless against, any loss, cost, claim, liability or expense (including taxes) incurred without by any of them except for such actions to the extent caused by any gross negligence, negligence or willful misconduct on the part of such Indemnified Party, arising out of or in connection with the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent acceptance and administration of this Indenture or the trusts hereunder or the performance of their duties hereunder, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 5.08) and defending themselves against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or liability in connection with the Agreement for indirect, special, incidental, punitive exercise or consequential losses or damages performance of any kind whatsoeverof their rights, powers or duties hereunder (including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised reasonable fees and expenses of counsel). An Indemnified Party shall notify the possibility thereof and regardless Company promptly of the form of action in any claim asserted against such Indemnified Party for which such damages are soughtIndemnified Party has advised the Trustee that it may seek indemnity hereunder. Failure by the Indemnified Party to so notify the Company shall not relieve the Company of its obligations hereunder. At the Indemnified Party’s sole discretion, the Company shall defend the claim and the Warrant AgentIndemnified Party shall cooperate and may participate in the defense; provided that any settlement of a claim shall be approved in writing by the Indemnified Party. Alternatively, the Indemnified Party may at its option have separate counsel of its own choosing and the Company shall pay the reasonable fees and expenses of such counsel; provided that the Company shall not be required to pay such fees and expenses if it assumes the Indemnified Party’s aggregate liability to defense and there is no conflict of interest between or alternative defenses between the CompanyCompany and the Indemnified Party in connection with such defense as reasonably determined by the Indemnified Party. The Company need not pay for any settlement made without its written consent, or any of which consent shall not be unreasonably withheld. To secure the Company’s representatives payment obligations in this Section 5.08, the Trustee shall have a lien prior to the Securities on all monies, property collected by the Trustee, in its capacity as Trustee, except assets or agentsmoney held in trust to pay principal of or interest and Additional Interest, if any, on particular Securities. When an Indemnified Party incurs expenses or renders services after an Event of Default specified in Section 4.01 occurs, such expenses (including the reasonable fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any Bankruptcy Law. The obligations of the Company under this Section 14(a) or under any other term or provision 5.08 shall survive the satisfaction and discharge of this AgreementIndenture or the resignation or removal of the Trustee, whether in contract, tort, Paying Agent or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderRegistrar.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 5 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including including, but not limited limited, to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed in mutually agreed upon fee schedule executed on Exhibit 4 hereto the date hereof for all services rendered by the Warrant ​ ​ Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) and other disbursements incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by in the Warrant Agent in connection with preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the services rendered hereunder by the Warrant Agentexercise and performance of its duties hereunder. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated by a court of competent jurisdiction to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities and compensation provided by this paragraph shall survive the resignation or discharge of the Warrant Agent Agent, the expiration of the Warrants or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, or any other person or entity under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 2 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify and defend the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs costs, attorney fees of counsel for the Warrant Agent selected by the Warrant Agent and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for documented and reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, arising out of or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by in connection with (i) its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The , (ii) Warrant Agent’s following, accepting or acting upon any instructions or directions of the Company in accordance with this Agreement, (iii) the Company’s breach of this Agreement or (iv) the determination and enforcement by Warrant Agent shall be under no obligation of its rights pursuant to institute this Agreement (including, without limitation, this Section) except for any such loss, liability, cost or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to expense arising as a result of the Warrant Agent’s satisfactiongross negligence, fraud, bad faith or willful misconduct (in each case, as determined by a court of competent jurisdiction). The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a12(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder, provided, that, such liability cap shall not apply in the case of the Warrant Agent’s own fraud, bad faith or willful misconduct (in each case, as determined by a court of competent jurisdiction), nor to any claims by the Holders which arise out of the gross negligence, fraud, bad faith or willful misconduct of the Warrant Agent (in each case, as determined by a court of competent jurisdiction).

Compensation and Indemnification. The Company covenants and agrees promptly to pay to the Warrant Agent Trustee from time to time, and the Trustee shall be entitled to, such compensation as the Company and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation detailed on Exhibit 4 hereto of a trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except to the extent that any such expense, disbursement or advance is due to its negligence or bad faith. When the Trustee incurs expenses or renders services rendered by in connection with an Event of Default specified in Section 4.1, the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including the reasonable counsel feescharges and expenses of its counsel) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and the Warrant Agent in connection with compensation for the services rendered hereunder by the Warrant Agentare intended to constitute expenses of administration under any bankruptcy law. The Company also agrees covenants to indemnify the Warrant Agent Trustee and its officers, directors, employees and agents (collectively, the "Indemnitees") for, and to hold it such Persons harmless against, any loss, liability or expense incurred without gross negligenceby them, arising out of or willful misconduct on in connection with the part acceptance or administration of this Indenture or the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent trusts hereunder or the performance of their duties hereunder, including the reasonable costs and expenses of defending themselves against or investigating any claim of liability in the premises, except to the extent that any such liabilityloss, liability or expense was due to the negligence or willful misconduct of the Indemnitees. The Warrant Agent obligations of the Company under this Section 5.8 to compensate and indemnify the Indemnitees and to pay or reimburse such Persons for expenses, disbursements and advances shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph constitute additional Indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the earlier resignation or discharge removal of the Warrant Agent or the termination of this AgreementTrustee. Anything in this Agreement Such additional Indebtedness shall be a lien prior to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised that of the possibility thereof Securities upon all property and regardless funds held or collected by the Trustee as such, except funds held in trust for the benefit of the form Holders of action in which such damages are soughtparticular Securities, and the Warrant Agent’s aggregate liability Securities are hereby subordinated to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.such senior claim. "

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto the fee schedule agreed between the Company and the Warrant Agent for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable and documented counsel feesfees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable and documented fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Warrant AgentAgent (which gross negligence, finally adjudicated bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to have been directly caused be taken by the Warrant Agent hereunderin connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute liability arising therefrom, directly or defend any action, suitindirectly, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified enforcing its rights hereunder (to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive extent not included in the resignation or discharge of the Warrant Agent or the termination first sentence of this AgreementSection 14(a)). Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in no event shall any liability of the Warrant Agent under this Agreement will be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised amount of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s annual fees received paid by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed Company to the Warrant Agent by during the Company hereundertwelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought.

Compensation and Indemnification. The Company agrees promptly County shall pay to pay the Warrant Agent the Trustee from time to time all reasonable compensation detailed on Exhibit 4 hereto for all services rendered under this Indenture, and also all reasonable expenses, charges, legal and consulting fees and other disbursements and those of its attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Indenture. The County further agrees, to the extent permitted by law, to indemnify and save the Warrant Agent Trustee and its officers, directors, agents and employees harmless against any liabilities, losses, costs, suits, judgments, claims, damages and expenses which it may incur in the exercise and performance of its powers and duties hereunder and under any related documents, including legal fees and expenses and including the enforcement of any remedies and the defense of any suit, and which are not due to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross its negligence or its willful misconduct finally adjudicated misconduct. Without limiting the generality of the foregoing, in performing its duties under any other related agreements, the Trustee shall be entitled to have been directly caused by all of the Warrant Agent rights, protection and immunities accorded to it as Trustee under this Indenture. The Trustee’s immunities and protection from liability and its right to payment of compensation and indemnification in connection with performance of its duties and functions under this Indenture shall survive the Trustee’s resignation or removal and the final payment of the Bonds. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages. The Trustee shall not be required to give any bond or surety with respect to the execution of its trusts, powers, rights or duties under this Indenture. The Trustee’s immunities and protection from liability and its right to indemnification in connection with the performance of its duties and functions under this Indenture shall extend to the Trustee’s officers, directors, employees and agents. When the Trustee incurs expenses or renders services rendered hereunder by after the Warrant Agentoccurrence of an Event of Default, such expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law. The Company also agrees to indemnify the Warrant Agent forUpon an Event of Default, and only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to hold it harmless againstpayment on account of principal of and premium, if any, and interest on any lossBond, liability or expense incurred without gross negligenceupon the trust estate for the foregoing fees, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs charges and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided incurred by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderit.

Compensation and Indemnification. The Company Guarantor agrees promptly to pay the Warrant Agent Guarantee Trustee such compensation for its services as shall be mutually agreed upon by the compensation detailed on Exhibit 4 hereto Guarantor and the Guarantee Trustee. The Guarantor shall reimburse the Guarantee Trustee upon request for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (incurred by it, including all reasonable counsel fees) incurred without gross compensation and expenses of the Guarantee Trustee's agents and counsel, except as may be attributable to the negligence or willful misconduct finally adjudicated to have been directly caused bad faith of the Guarantee Trustee. To the fullest extent permitted by law, the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also Guarantor agrees to indemnify the Warrant Agent each Indemnified Person for, and to hold it each Indemnified Person harmless against, any and all loss, liability liability, damage, action, suit, claim or expense incurred without gross negligencenegligence or bad faith on its part, arising out of or willful misconduct on in connection with the part acceptance or administration of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent trust or trusts hereunder, including the reasonable costs and expenses (including reasonable legal fees and expenses) of defending against itself against, or investigating, any claim or liability in connection with the exercise or performance of such liabilityany of its powers or duties hereunder. The Warrant Agent shall be under no obligation Guarantor covenants and agrees to institute or defend advance expenses (including legal fees) incurred by an Indemnified Person in defending any claim, demand, action, suit, or legal proceeding in connection herewith or proceeding, from time to take any other action likely to involve the Warrant Agent in expensetime, unless first indemnified prior to the Warrant Agent’s satisfactionfinal disposition of such claim, demand, action, suit or proceeding, upon receipt by the Guarantor of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall be determined that such Indemnified Person is not entitled to be indemnified as authorized in this Section. The indemnities provided by provisions of this paragraph Section 8.2 shall survive the termination of this Preferred Securities Guarantee and shall survive the resignation or discharge removal of the Warrant Agent Guarantee Trustee. this Guarantee and shall survive the removal or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised resignation of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderGuarantee Trustee.

Compensation and Indemnification. The Company covenants and agrees promptly to pay to the Warrant Agent Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation detailed on Exhibit 4 hereto of a trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except to the extent that any such expense, disbursement or advance is due to its negligence or bad faith. When the Trustee incurs expenses or renders services rendered by in connection with an Event of Default specified in Section 4.1 hereof, the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including the reasonable counsel feescharges and expenses of its counsel) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and the Warrant Agent in connection with compensation for the services rendered hereunder by the Warrant Agentare intended to constitute expenses of administration under any Bankruptcy Law. The Company also agrees covenants to indemnify the Warrant Agent Trustee and its officers, directors, employees and agents for, and to hold it such Persons harmless against, any loss, liability or expense incurred without gross negligenceby them, arising out of or willful misconduct on in connection with the part acceptance or administration of this Indenture or the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent trusts hereunder or the performance of their duties hereunder, including the reasonable costs and expenses of defending themselves against or investigating any claim of liability in the premises, except to the extent that any such liabilityloss, liability or expense was due to the negligence or willful misconduct of such Persons. The Warrant Agent obligations of the Company under this Section 5.8 to compensate and indemnify the Trustee and its officers, directors, employees and agents and to pay or reimburse such Persons for expenses, disbursements and advances shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the earlier resignation or discharge removal of the Warrant Agent or the termination of this AgreementTrustee. Anything in this Agreement Such additional indebtedness shall be a senior claim to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised that of the possibility thereof Securities upon all property and regardless funds held or collected by the Trustee as such, except funds held in trust for the benefit of the form Holders of action in which such damages are soughtparticular Securities, and the Warrant Agent’s aggregate liability Securities are hereby subordinated to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.such senior claim. "

Compensation and Indemnification. The Company agrees promptly to pay Bank, as Trustee and Lessor, shall receive reasonable compensation for its services hereunder from the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered Grantor and shall be reimbursed by the Warrant Agent Grantor for the its reasonable fees and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including the reasonable disbursements and fees of counsel). If a Lease Event of Default or a Loan Event of Default shall have occurred and be continuing and the Bank, as Trustee and Lessor, is required pursuant to this Trust Agreement to take any action in connection therewith, it shall be reimbursed by the Grantor for any expenses it may incur in relation to taking any such action. Grantor shall reimburse and indemnify and save the Bank, as Trustee and/or Lessor, harmless from and against any and all losses, damages, liabilities, claims, actions, suits, obligations, penalties, demands, disbursements and expenses, including taxes, reasonable counsel fees, and including tort claims for which the Bank, as Trustee and/or Lessor, is strictly liable, which may be asserted against or incurred by reason of the Bank being the Bank, as Trustee and/or Lessor, or acting as the Trustee or Lessor hereunder or under the other Operative Documents or the performance or enforcement of any of the terms hereof, or arising out of or relating to this Trust Agreement or the other Operative Documents or the Equipment, the Trust Estate or the Rent and other sums payable therefor, or the building, manufacture, purchase, installation, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Equipment or in any way relating to or arising out of the Trust Estate or the action or the inaction of the Bank, as Trustee and/or Lessor, hereunder or by reason of any occurrence while so acting. In no event shall Grantor be so obligated in respect of any such losses, damages, liabilities, claims, actions, suits, obligations, penalties, demands, disbursements and expenses, including taxes and reasonable counsel fees pursuant to this Section 5.1, arising from or as a result of (a) incurred without the willful misconduct or gross negligence of the Bank or willful misconduct finally adjudicated the negligence of the Bank in handling of funds, (b) any taxes on, with respect to have been directly caused or measured by any amounts paid to the Bank as compensation for services as Trustee and/or Lessor hereunder or otherwise under the Operative Documents, or (c) the inaccuracy of representations and warranties made by the Warrant Agent Bank in connection with its individual capacity, or in its capacity as Trustee and/or Lessor, in the services rendered hereunder by the Warrant AgentParticipation Agreement or in any certificate or documents delivered pursuant thereto. The Company also agrees to indemnify provisions of this Section 5.1 (other than the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part requirements for compensation of the Warrant AgentBank, finally adjudicated to have been directly caused by Warrant Agent hereunderas Trustee and Lessor, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent after its resignation, which shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive terminate upon the resignation or discharge removal of the Warrant Agent or Bank, as Trustee and Lessor) shall continue in force and effect notwithstanding the termination of this Agreement. Anything in this Agreement Trust, the resignation or removal of the Bank, as Trustee and Lessor, or the obligation of any other party to any other Operative Document to make any payment to the contrary notwithstandingBank, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirectas Trustee and/or Lessor, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited which Grantor is required to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability make pursuant to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder5.1.

Compensation and Indemnification. The Company CAF agrees promptly to pay the Warrant Fiscal Agent the compensation detailed on Exhibit 4 hereto to be agreed upon with CAF for all services rendered by the Warrant Fiscal Agent and to reimburse the Warrant Fiscal Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Fiscal Agent in connection with the services rendered hereunder by the Warrant Fiscal Agent. The Company CAF also agrees to indemnify the Warrant Fiscal Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, negligence or willful misconduct on the part of the Warrant Fiscal Agent, finally adjudicated to have been directly caused by Warrant arising out of or in connection with its acting as such Fiscal Agent hereunder, including as well as the reasonable costs and expenses of defending against any claim of such liabilityliability in the premises. The Warrant Fiscal Agent shall be under no obligation agrees to institute indemnify CAF for, and to hold it harmless against, any loss, liability or defend any actionexpense incurred without negligence or willful misconduct on the part of CAF, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge arising out of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with any breach by the Fiscal Agent of the terms of this Agreement for indirector the Fiscal Agent’s own negligence or willful misconduct. If any action shall be brought against an indemnified party hereunder, specialthe indemnified party shall promptly notify the indemnifying party and such indemnifying party shall be entitled at any time thereafter to assume the defense thereof, incidentalincluding the employment of legal advisers subject to payment of all expenses by such indemnifying party. The indemnified party shall have the right to employ separate legal advisers in any such action and participate in the defense thereof, punitive or consequential losses or damages but the fees and expenses of such legal advisers shall be at the expense of the indemnified party unless the employment of such legal advisers has been specifically authorized by the indemnifying party. The indemnifying party shall not be liable in respect of any kind whatsoever, including but settlement of any such action effected without its consent (such consent not limited to lost profits, whether be unreasonably withheld or not foreseeable, even if delayed). The obligations of CAF and the Warrant Fiscal Agent has been advised under this Subsection 5(a) shall survive the payment of the possibility thereof Securities and regardless the resignation or removal of the form of action in which such damages are sought, and the Warrant Fiscal Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the Owner Trustee shall receive reasonable compensation detailed on Exhibit 4 hereto for all its services rendered hereunder from each Owner Participant and shall be reimbursed by the Warrant Agent and to reimburse the Warrant Agent each Owner Participant ratably in accordance with its Equity Percentage for Owner Trustee’s reasonable out-of-pocket expenses (including the disbursements and reasonable counsel fees) incurred without gross negligence fees of counsel). In the event an Event of Default or willful misconduct finally adjudicated to a Default shall have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, occurred and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs be continuing and expenses of defending against any claim of such liability. The Warrant Agent Owner Trustee shall be under no obligation required pursuant to institute or defend any action, suit, or legal proceeding in connection herewith or the provisions of this Trust Agreement to take any action in connection therewith, it shall be reimbursed for any expenses it may incur in relation to taking any such action. Each Owner Participant severally agrees (ratably in accordance with its Equity Percentage) to reimburse and indemnify and save harmless from and against any and all losses, damages, liabilities, claims, actions, suits, obligations, penalties, demands, disbursements and expenses, including taxes and counsel fees, and including tort claims for which Owner Trustee is strictly liable, which may be asserted against or incurred by reason of Owner Trustee being owner trustee or acting hereunder or under the Operative Documents or the performance or enforcement of any of the terms hereof, but solely by reason thereof and arising out of or relating solely to this Trust Agreement or the operative Documents or the Property or the Net Rent and other sums payable therefor, or the purchase, acceptance, rejection, ownership, lease, possession, use, operation, condition, sale or other disposition of the Property or in any way relating to or arising out of the Trust Estate or the action likely or the inaction of the Owner Trustee hereunder or by reason of any occurrence while so acting; provided that no Owner Participant shall be so obligated in respect of any such losses, damages, liabilities, claims, actions, suits, obligations, penalties, demands, disbursements and expenses, including taxes and counsel fees pursuant to involve this Section 7.1, arising from or as a result of (a) the Warrant Agent in expensewillful misconduct or gross negligence of Owner Trustee, unless first indemnified (b) any taxes on, with respect to or measured by any amounts paid to Owner Trustee as compensation for services or otherwise under the Operative Documents, (c) acts or omissions of the Owner Trustee not related to the Warrant Agent’s satisfactiontransactions contemplated by the Operative Documents, or (d) the representations and warranties made by Owner Trustee in the Participation Agreement and provided, further that neither Owner Trustee nor the Trust shall make any claim under this Section 7.1 for any claim or expense indemnified against by the Tenant under Article VIII of the Participation Agreement without first making demand on such Tenant for payment of such claim or expense. The indemnities provided by provisions of this paragraph Section 7.1 (other than the requirements for compensation of the Owner Trustee after its resignation, which shall survive terminate upon the resignation or discharge removal of the Warrant Agent or Owner Trustee) shall continue in force and effect notwithstanding the termination of this Agreement. Anything in this Agreement Trust, the resignation or removal of the Owner Trustee or the obligation of any other party to any other Operative Document to make any payment to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited Owner Trustee which an Owner Participant is required to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability make pursuant to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder7.1.

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 the fee schedule mutually agreed upon by the parties hereto and provided separately on the date hereof for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by arising out of or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s 's satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s 's aggregate liability to the Company, or any of the Company’s 's representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s 's fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

Compensation and Indemnification. The Company covenants and agrees promptly to pay to the Warrant Agent Trustee from time to time, and the Trustee shall be entitled to, such compensation as the Company and the Trustee shall from time to time agree in writing (which shall not be limited by any provision of law in regard to the compensation detailed on Exhibit 4 hereto of a trustee of an express trust) and the Company covenants and agrees to pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ), except to the extent that any such expense, disbursement or advance is due to its negligence or bad faith. When the Trustee incurs expenses or renders services rendered by in connection with an Event of Default specified in Section 4.1, the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including the reasonable counsel feescharges and expenses of its counsel) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by and the Warrant Agent in connection with compensation for the services rendered hereunder by the Warrant Agentare intended to constitute expenses of administration under any bankruptcy law. The Company also agrees covenants to indemnify the Warrant Agent Trustee and its officers, directors, employees and agents for, and to hold it such Persons harmless against, any loss, liability or expense incurred without gross negligenceby them, arising out of or willful misconduct on in connection with the part acceptance or administration of this Indenture or the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent trusts hereunder or the performance of their duties hereunder, including the reasonable costs and expenses of defending themselves against or investigating any claim of liability in the premises, except to the extent that any such liabilityloss, liability or expense was due to the negligence or willful misconduct of such Persons. The Warrant Agent obligations of the Company under this Section 5.8 to compensate and indemnify the Trustee and its officers, directors, employees and agents and to pay or reimburse such Persons for expenses, disbursements and advances shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the earlier resignation or discharge removal of the Warrant Agent or the termination of this AgreementTrustee. Anything in this Agreement Such additional indebtedness shall be a lien prior to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised that of the possibility thereof Securities upon all property and regardless funds held or collected by the Trustee as such, except funds held in trust for the benefit of the form Holders of action in which such damages are soughtparticular Securities, and the Warrant Agent’s aggregate liability Securities are hereby subordinated to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.such senior claim. "

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 Schedule I hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including including, but not limited to to, lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.