Common use of Compensation and Indemnity Clause in Contracts

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, shall indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, or in connection with, the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f) or (g) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the parties shall agree from time to timeCompany and the Trustee, including for any Agent capacity in which it acts. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all losses, claimsliabilities, damages, liabilities claims or expenses (including reasonable attorneys’ fees and expenses) incurred by it, including in any Agent capacity in which it acts, arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.078.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors Company or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence gross negligence, willful misconduct or willful misconductbad faith. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 8.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f7.01(9) or (g10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunderCode. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timeCompany and Trustee have separately agreed. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium, if any, and interest on particular NotesSecurities. Such Lien lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(e) or (gf) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the ---------------------------- Trustee such compensation for its services as the Company and the Trustee shall from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timein writing. The Trustee’s 's compensation hereunder shall not be limited by any law on compensation of a relating to the trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for connection with its servicesduties hereunder. Such expenses The Company shall include the reasonable compensation, disbursements and expenses indemnify each of the Trustee’s agents Trustee and counsel. The Company, Holdings and the Guarantors, jointly and severally, shall indemnify the any predecessor Trustee against any and all losses, claims, damages, liabilities loss or expenses (including reasonable attorneys’ fees and expenses) liability incurred by it arising out of, or in connection with, with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs reasonable expenses and expenses attorneys' fees of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or of liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations arising hereunder. The Company shall defend the claim, and any claim against the Trustee shall cooperate in of which the defenseCompany has notice. The Trustee may have separate counsel, and if it does, the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for reimburse any settlement made without their consent, which consent shall not be unreasonably withheldexpenses or indemnify against any loss or liability incurred by the Trustee through the Trustee's negligence or bad faith. The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 to indemnify and compensate the Trustee to pay or reimburse the Trustee for such expenses, disbursements, and advances shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indentureconstitute Indebtedness. To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this Section, the Trustee shall have a Lien lien prior to the Notes Debentures on all money or property held or collected by the Trustee, except that held in trust to pay principal and of or interest on particular NotesDebentures. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(f6.01(4) or (g) hereof occurs5), the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableIndenture.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee and any predecessor Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timetime be agreed to in writing by the Company and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all lossesloss, claims, damages, liabilities liability or expenses expense (including reasonable attorneys’ fees and expensesfees) incurred by it arising out of, or in connection with, the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or acceptance and administration of this trust and the performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The CompanyCompany need not reimburse any expenses or indemnify against any loss, Holdings and liability or expense incurred by the Guarantors Trustee through the Trustee’s own willful misconduct, negligence or bad faith. The Company need not pay for any settlement made by the Trustee without their the Company’s consent, which such consent shall not to be unreasonably withheld. The obligations of All indemnifications and releases from liability granted hereunder to the CompanyTrustee shall extend to its officers, Holdings directors, employees, agents, successors and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indentureassigns. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien The Company’s payment obligations pursuant to this Section shall survive the resignation or removal of the Trustee, the satisfaction and discharge Trustee and the termination discharge of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(f6.01(h), (i) or (gj) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Law. “Trustee” for purposes The provisions of this Section shall include any predecessor survive the resignation or removal of the Trustee and the Trustee in each termination of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicablethis Indenture.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, shall indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, or in connection with, the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f) or (g) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture services hereunder, as mutually agreed upon by the Company and services hereunder as the parties shall agree from time to timeTrustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings As mutually agreed upon by the Company and the Guarantors Trustee, the Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred it incurs or made by it makes in addition to the compensation for its services. Such As mutually agreed upon by the Company and the Trustee, such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company, Holdings Company and the Guarantors, jointly and severally, shall indemnify the Trustee (which for purposes of this Section 7.07 shall include its officers, directors, stockholders, employees and agents) against any and all losses, claims, damagesdamage, losses, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it them arising out of, of or in connection with, with the acceptance or administration of its their duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.07) and defending itself themselves against any claim (whether asserted by the Company, Holdings and the Guarantors Company or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its their powers or duties hereunder, hereunder except to the extent any such loss, claim, damage, liability or expense shall may be determined attributable to have been caused by its own their negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of for which a Responsible Offer Trust Officer has received notice and for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless the Company is unduly prejudiced by the failure to provide such notice. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of one such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The Company’s obligations of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee, . The Company need not reimburse any expense or indemnify against any loss or liability the satisfaction and discharge and the termination Trustee incurs as a result of this Indentureits gross negligence or willful misconduct. To secure the Company’s, Holdings’ ’s and the Subsidiary Guarantors’ payment obligations in under this SectionSection 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest or interest, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge or termination for any reason of this Indenture and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of . Such Lien shall constitute a Permitted Lien under this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(a)(vii) or (gviii) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute administrative expenses of administration under any Bankruptcy Law without any need to demonstrate substantial contribution under Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties Company and Trustee shall agree from time to timein writing. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all losses, claimsliabilities, damages, liabilities claims or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties and the administration of the trusts under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconductas set forth below. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 6.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through its own negligence or bad faith. To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this Section, the Trustee shall have a Lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular NotesSecurities. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f5.01(vii) or (gviii) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timeTrustee’s services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursementsfees and expenses, advances and including out-of-pocket expenses incurred or made by it in addition to connection with the compensation for performance of its servicesduties under this Indenture or in connection with the collection of any funds. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify each of the Trustee against and its agents, employees, stockholders and directors and officers for, and hold them harmless against, any and all lossesloss, claims, damages, liabilities liability or expenses expense incurred by them (including reasonable attorneys’ attorney’s fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, trust including the reasonable costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself themselves against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its their rights, powers or duties hereunder, except for such actions to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence any negligence, bad faith or willful misconductmisconduct on their part. The Trustee shall notify the CompanyCompany promptly, Holdings and the Guarantors promptly in writing, of any claim of which a Responsible Offer has received notice asserted against the Trustee for which it may seek indemnity. Failure by At the Trustee to so notify Trustee’s sole discretion, the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate and may participate in the defense; provided that any settlement of a claim shall be approved in writing by the Trustee. The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of Company need not reimburse any expense or indemnify against any loss or liability to the Companyextent incurred by the Trustee through its negligence, Holdings and the Guarantors under this Section 7.07 shall survive the resignation bad faith or removal of the Trustee, the satisfaction and discharge and the termination of this Indenturewillful misconduct. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.07, the Trustee shall have a Lien lien prior to the Notes on all assets or money or property held or collected by the Trustee, in its capacity as Trustee, except that assets or money held in trust to pay principal and of, premium or interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, addition and without prejudice to the rights provided to the Trustee under any of the provisions provision of this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(g) or (gh) hereof occurs, the such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes The obligation of the Company under this Section 7.07 shall include any predecessor survive the resignation or removal of the Trustee and the Trustee in each termination or satisfaction and discharge of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicablethis Indenture.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties Company and Trustee shall agree from time to timein writing. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all losses, claimsliabilities, damages, liabilities claims or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties and the administration of the trusts under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconductas set forth below. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through its own negligence or bad faith. To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this Section, the Trustee shall have a Lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular NotesSecurities. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(vii) or (gviii) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company, Holdings and the Guarantors shall, jointly and severally, Company will pay to the Trustee from time to time such compensation for its acceptance of this Indenture Instrument and services hereunder as the parties shall agree be agreed from time to timetime between them. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors shall Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and documented expenses properly incurred or made by it in addition to the compensation for its services. Such expenses shall will include the reasonable properly incurred compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company, Holdings In the event of the occurrence of a breach of the terms of this Instrument or the Convertible Loan Notes or being requested by the Company to undertake duties which the Trustee and the GuarantorsCompany agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under this Instrument, jointly and severally, the Company shall pay to the Trustee such additional remuneration as shall be agreed between them. (b) The Company will indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expensesfees) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this IndentureInstrument, including the costs and expenses of enforcing this Indenture Instrument against the Company, Holdings and the Guarantors (including this Section 7.07) Company and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder Noteholder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence the Trustee’s gross negligence, wilful default or willful misconductfraud. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any third-party claim of which a Responsible Offer has received notice for which it may seek indemnityindemnity of which it has received written notice. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, with counsel satisfactory to the Trustee, and the Trustee shall cooperate provide reasonable cooperation at the Company’s expense in the defense. The ; provided that if the defendants in any such claim include both the Company and the Trustee and the Trustee shall have concluded that there may be legal defences available to it which are different from or additional to those available to the Company, or the Trustee has concluded that there may be any other actual or potential conflicting interests between the Company and the Trustee, the Trustee shall have the right to select separate counsel, counsel and the Company shall be required to pay the reasonable fees and expenses of such separate counsel. Any settlement which affects the Trustee may not be entered into without the written consent of the Trustee, unless the Trustee is given a full and unconditional release from liability with respect to the claims covered thereby and such settlement does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Trustee. The Company, Holdings and the Guarantors Company shall not need not to pay for any settlement made without their its consent, which consent shall will not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f) or (g) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder and under the Notes as the parties Company and the Trustee shall agree from time to timetime agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in addition it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to the compensation for its servicesHolders. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the agents, counsel, accountants and experts of the Trustee’s agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee Trustee, its directors, officers, employees and agents against any and all lossesloss, claimsliability, damages, liabilities claims or expenses expense, including taxes (other than taxes based upon the income of the Trustee) (including reasonable attorneys’ and agents’ fees and expenses) incurred by it arising out ofwithout willful misconduct or gross negligence, or as determined by a final nonappealable order of a court of competent jurisdiction, on its part in connection with, with the acceptance or administration of this trust and the performance of its duties hereunder and under this Indenturethe Notes, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.077.7) and the Notes and of defending itself against any claim claims (whether asserted by any Holder, the Company, Holdings and the Guarantors Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconductotherwise). The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnityindemnity of which it has received written notice. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and ; provided that the Guarantors need not pay for any settlement made without their consent, which consent Company shall not be unreasonably withheld. The obligations required to pay the fees and expenses of such separate counsel if it assumes the CompanyTrustee’s defense, Holdings and and, in the Guarantors under this Section 7.07 shall survive the resignation or removal reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the satisfaction and discharge Company and the termination of this IndentureTrustee in connection with such defense. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.7, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien lien shall survive the satisfaction and discharge of this Indenture. The Trustee’s respective right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Company. The Company’s payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and any resignation or removal of the Trustee, the satisfaction and discharge and the termination of this IndentureTrustee under Section 7.8. In addition, and without Without prejudice to the any other rights provided available to the Trustee under any of the provisions of this Indentureapplicable law, when the Trustee incurs fees, expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(fclause (7) or clause (g) hereof occurs8) of Section 6.1(a), the fees and expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as in accordance with a written schedule provided by the parties shall agree from time Trustee to timethe Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee in its capacity against any and all losses, claims, damages, liabilities or reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.07) and defending itself against any claim (whether asserted by either of the Company, Holdings and the Guarantors Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company and the Subsidiary Guarantors shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. . (d) To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this Sectionsection, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal principal, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(fclause (7) or (g) hereof 8) of Section 6.01 occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services, including extraordinary services hereunder such as the parties shall agree from time to timedefault administration. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee and its officers, directors, employees and agents against any and all lossesloss, claims, damages, liabilities liability or expenses expense (including reasonable attorneys’ fees and expensesfees) arising out of its acceptance of this trust or incurred by it arising out of, or any of them in connection with, with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including under this Section 7.07) and defending itself against ). The Trustee shall notify the Company promptly of any claim (whether asserted by any Securityholder or the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for reimburse any settlement made without their consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of liability or expense incurred by the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of Trustee through the Trustee’s own willful misconduct, the satisfaction and discharge and the termination gross negligence or bad faith as determined by a final, non-appealable judgment of this Indenturea court of competent jurisdiction. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien The Company’s obligations pursuant to this Section and immunities of the Trustee contained in this Section shall survive the resignation or removal of the Trustee, the satisfaction and discharge Trustee and the termination discharge of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(f6.01(7) or (g) hereof occurs8) with respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and all services hereunder as the parties shall agree from time to timerendered by it hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in addition to the compensation for its servicesservices except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence or bad faith. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents agents, accountants, experts and counselcounsel and any taxes or other expenses incurred by a trust created pursuant to Article Eight. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against and its agents, employees, attorneys-in-fact, officers, directors and shareholders for, and hold it harmless against, any and all lossesloss, damage, claims, damagesliability or expense, liabilities including taxes (other than franchise taxes imposed on the Trustee and taxes based upon, measured by or expenses (including reasonable attorneys’ fees and expenses) incurred determined by it the income of the Trustee), arising out of, of or in connection with, with the acceptance or administration of the trust or trusts hereunder (including its duties under this Indentureservices as Registrar or Paying Agent, if so appointed by the Company), including the reasonable costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any that such loss, damage, claim, liability or expense shall be determined is due to have been caused by its own negligence or willful misconductbad faith. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice asserted against the Trustee for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The defense (and may employ its own counsel) at the Company’s expense; provided, however, that the Company’s reimbursement obligation with respect to counsel employed by the Trustee may have separate counsel, and the Company shall pay be limited to the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee as a result of the Companyviolation of this Indenture by the Trustee, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal arising out of the Trustee, the satisfaction and discharge and the termination of this Indenture’s negligence or willful misconduct. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.07, the Trustee shall have a Lien prior to the Notes on against all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust to pay principal and of, premium, if any, or interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(8) or (g9) hereof occurs, the such expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of The Company’s obligations under this Section 7.07 and any lien arising hereunder shall include any predecessor Trustee and survive the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct resignation or bad faith removal of any Trustee hereunder shall not affect Trustee, the rights discharge of the Company’s obligations pursuant to Article Eight and any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicablerejection or termination under any Bankruptcy Law.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee such reasonable compensation as shall be agreed upon in writing from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timeservices. The Trustee’s compensation of the Trustee shall not be limited by any law on compensation of a trustee Trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursementsout-of-pocket expenses, disbursements and advances and expenses incurred or made by it the Trustee or in addition to accordance with the compensation provisions of this Indenture, except for any such expense, disbursement or advance as may arise from its servicesnegligence or bad faith. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the Trustee’s agents counsel and counselother persons not regularly in their employ. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against and any predecessor Trustee for, and all losseshold them harmless against, claims, damages, liabilities any loss or expenses (including reasonable attorneys’ fees and expenses) liability or expense incurred by it them without negligence, bad faith or willful misconduct on their part arising out of, of or in connection with, with the acceptance or administration of its this Indenture and the Securities of any series or the issuance of the Securities or of series thereof or the trusts hereunder and the performance of duties under this IndentureIndenture and the Securities, including the costs and expenses of enforcing this Indenture defending themselves against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, Holdings or liability and the Guarantors of complying with any process served upon them or any Holder or any other person) or liability of their officers in connection with the exercise or performance of any of its their powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings under this Indenture and the Guarantors promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify Securities; provided that the Company need not pay for any settlement made without its consent, which consent shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, and the Trustee shall cooperate in the defensebe unreasonably withheld. The Trustee may have separate counsel, counsel and the Company shall will pay the reasonable fees and expenses of such counsel. The CompanyTrustee shall notify the Company promptly of any claim for which it may seek indemnification; provided, Holdings and however, the Guarantors need not pay for any settlement made without their consent, which consent failure to give such notice shall not be unreasonably withheld. The obligations affect the right to indemnification hereunder except to the extent of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indentureactual prejudice. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.07, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust for the benefit of the Holders of particular Securities. The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay principal or reimburse the Trustee and interest on particular Notes. Such Lien each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the resignation defeasance or satisfaction and discharge of this Indenture, the registration or removal of the Trustee, or the satisfaction and discharge and the rejection or termination of this IndentureIndenture under Bankruptcy Law. In additionSuch additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or coupons, and without the Securities are hereby subordinated to such senior claim. Without prejudice to the any other rights provided available to the Trustee under any of the provisions of this Indentureapplicable law, when if the Trustee renders services and incurs expenses or renders services after following an Event of Default specified in under Section 6.01(e) or Section 6.01(f) or (g) hereof occurshereof, the expenses parties hereto and the compensation for holders by their acceptance of the services (including the fees and Securities hereby agree that such expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings Company covenants and the Guarantors shall, jointly and severally, agrees to pay to the Trustee (and any predecessor Trustee) from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties Company and the Trustee shall agree from time to timetime mutually agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursementsout-of-pocket expenses (including attorneys’ fees and expenses), disbursements and advances and expenses incurred or made by it in accordance with the provisions of this Indenture, including costs of collection, in addition to the such compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, shall indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, or in connection with, the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such lossexpense, liability disbursement or expense advance as shall be determined to have been caused by its own negligence or willful misconduct. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents and counsel. The Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business. The Company shall indemnify each of the Trustee, its officers, directors, employees and any predecessor Trustees against any and all loss, damage, claim (whether asserted by the Company, a Holder or any other Person) liability or expense (including reasonable attorneys’ fees and expenses) (other than taxes applicable to the Trustee’s compensation hereunder) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer Trust Officer has received written notice and for which it may seek indemnity. Failure by the Trustee so to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate cooperate, to the extent reasonable, in the defense. The Trustee may have separate counseldefense of any such claim, and and, if (in the sole judgment of counsel to the Trustee) the facts and/or issues surrounding the claim are reasonably likely to create a conflict with the Company, the Company shall pay the reasonable fees and expenses of such counselseparate counsel to the Trustee. The CompanyCompany need not reimburse any expense or indemnify against any loss, Holdings and liability or expense incurred by the Guarantors Trustee through the Trustee’s own willful misconduct or negligence. The Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation withheld or removal of the Trustee, the satisfaction and discharge and the termination of this Indenturedelayed. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.07, the Trustee (including any predecessor trustee) shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien The Company’s payment obligations pursuant to this Section 7.07 shall survive the satisfaction, discharge and termination of this Indenture, the resignation or removal of the Trustee, the satisfaction Trustee and any discharge and the termination of this IndentureIndenture including any discharge under any bankruptcy law. In addition, addition to and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(f) or (g6.01(g) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of services under this Indenture and services hereunder the Securities as the parties Company and the Trustee shall agree from time to timetime agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall promptly reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred Incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee and its respective officers, directors, employees and agents against any and all lossesloss, claims, damages, liabilities liability or expenses expense (including reasonable attorneys’ fees and expensesfees) incurred Incurred by it arising out of, or any of them in connection with, with the acceptance or administration of this trust and the performance of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for reimburse any settlement made without their consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of liability or expense Incurred by the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of Trustee through the Trustee, the satisfaction and discharge and the termination of this Indenture’s own wilful misconduct or negligence. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien The Company’s payment obligations pursuant to this Section shall survive the discharge of this Indenture and the resignation or and removal of the Trustee, the satisfaction and discharge and the termination of this IndentureTrustee hereunder. In addition, and without prejudice to the rights provided to When the Trustee under any Incurs expenses after the occurrence of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of a Default specified in Section 6.01(f6.01(6) or (g7) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation as the Company and the Trustee shall agree to in writing from time to time for its the Trustee’s acceptance of this Indenture and its services hereunder as the parties shall agree from time to timehereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in addition to the compensation for course of its servicesservices hereunder. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee and any predecessor Trustee against any and all lossesloss, claimsliability, damagesclaim, liabilities damage or expenses expense, including taxes (including reasonable attorneys’ fees and expenses) other than taxes based upon, measured by or determined by the income of the Trustee), incurred by it arising out of, or in connection with, with the acceptance or administration of this trust and the performance of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence negligence, or willful misconductmisconduct of the Trustee. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunderhereunder except to the extent that the Company may be materially prejudiced by such failure. The Company shall defend the claim, claim and the Trustee shall cooperate in the defensedefense of such claim. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The CompanyCompany need not reimburse any expense or indemnify against any loss, Holdings and liability or expense incurred by the Guarantors Trustee through the Trustee’s own negligence, willful misconduct or bad faith. The Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The Company’s payment obligations of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in under this SectionSection 7.07, the Trustee shall have a Lien prior to the Notes Debt Securities on all money or property held or collected by the Trustee, except such money or property that is held by it in trust for the benefit of Holders of Debt Securities to pay principal and interest on particular NotesDebt Securities. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to If the Trustee under any shall incur expenses after the occurrence of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of a Default specified in Section 6.01(f6.01(iii) or (g) hereof occursSection 6.01(iv), the such expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes The provisions of this Section shall include any predecessor Trustee and survive the Trustee in each termination of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicablethis Indenture.

Compensation and Indemnity. (a) The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar) from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as in accordance with a written schedule provided by the parties shall agree from time Trustee to timethe Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable and customary disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable and customary compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee in its capacity against any and all losses, claims, damages, liabilities or reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.07) and defending itself against any claim (whether asserted by either of the Company, Holdings and the Guarantors Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence negligence, bad faith or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counselcounsel defend the claim, and but the Company shall will be obligated to pay the reasonable fees and expenses of such counselseparate counsel only if the Company fails to assume the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined by the Trustee. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. None of the Company or the Guarantors need reimburse the Trustee for any expense or indemnity against liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. (c) The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction Satisfaction and discharge and the termination of this Indenture. Discharge. (d) To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction Satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when Discharge. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(8) or (g9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timeservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of- pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents 's agents, counsel, accountants and counselexperts. The Company, Holdings Company and the Guarantorseach Subsidiary Guarantor, jointly and severally, shall indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, or in connection with, the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused (including reasonable attorneys' fees) incurred by it in connection with the acceptance and administration of this trust and the performance of its own negligence or willful misconductduties hereunder. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company or any Subsidiary Guarantor of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company and the Subsidiary Guarantors, as applicable, shall pay the reasonable fees and expenses of such counsel. The CompanyCompany need not reimburse any expense or indemnify against any loss, Holdings and liability or expense incurred by the Guarantors Trustee through the Trustee's own wilful misconduct, negligence or bad faith. The Company need not pay for any settlement made by the Trustee without their the Company's consent, which such consent shall not to be unreasonably withheld. The obligations of All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, successors and assigns. To secure the Company's payment obligations in this Section 7.07, Holdings the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and the Guarantors under interest on particular Securities. The Company's payment obligations pursuant to this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge Trustee and the termination discharge of this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(f6.01(6) or (g7) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation as shall be agreed upon in writing for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timehereunder. The Trustee’s compensation of the Trustee shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to the compensation for Trustee without negligence or bad faith on its servicespart. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the Trustee’s agents and counsel. The Company, Holdings Company and the GuarantorsGuarantors shall, jointly and severally, shall indemnify the Trustee against for, and hold it harmless against, any and all losses, claims, damages, liabilities loss or expenses (including reasonable attorneys’ fees and expenses) liability or expense incurred by it arising out of, without gross negligence or bad faith on its part in connection with, with the acceptance or administration of this Indenture and its duties under this IndentureIndenture and the Notes, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings or liability and the Guarantors of complying with any process served upon it or any Holder or any other person) or liability of its officers in connection with the exercise or performance of any of its powers or duties hereunder, except to under this Indenture and the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconductNotes. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless the Company or any Guarantor is materially prejudiced thereby. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Unless otherwise set forth herein, the Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and Neither the Guarantors need not Company nor any Guarantor shall be required to pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of Neither the Company, Holdings and Company nor any Guarantor shall be required to reimburse any expense or indemnity against loss or liability incurred by the Guarantors under this Section 7.07 shall survive the resignation Trustee through gross negligence or removal of the Trustee, the satisfaction and discharge and the termination of this Indenturebad faith. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.07, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(fclause (7) or (g) hereof occurs8) of Section 6.01, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any Bankruptcy Lawapplicable federal or state law for the relief of debtors. “Trustee” for purposes The provisions of this Section 7.07 shall include any predecessor survive the resignation or removal of the Trustee and the Trustee in each termination of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunderthis Indenture. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time mutually agreed to timein writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred Incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel, except any such disbursement, advance or expense as may be incurred due to the Trustee’s gross negligence or fraud. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee (in its capacity as Trustee) or any predecessor Trustee (in its capacity as Trustee) against any and all losses, claims, damages, penalties, fines, liabilities or expenses, including incidental and out-of-pocket expenses and reasonable attorneys fees (including reasonable attorneys’ fees and expensesfor purposes of this Article 7, “losses”) incurred Incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors Company or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall losses may be determined attributable to have been caused by its own negligence or willful misconductbad faith. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel if the Trustee has been reasonably advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company and in the reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The Company need not reimburse any expense or indemnify against any loss Incurred by the Trustee through the Trustee’s negligence or bad faith. The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee, Trustee and payment in full of the satisfaction and discharge and the termination of this IndentureNotes. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal principal, premium, if any, and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to When the Trustee under any of the provisions of this Indenture, when the Trustee incurs Incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(ix) or (gx) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the -------------------------- Trustee from time to time such reasonable compensation for its acceptance services. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of this Indenture collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and services hereunder as expenses, disbursements and advances of the parties shall agree from time to timeTrustee's agents and counsel. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against for, and hold it harmless against, any and all lossesloss, claims, damages, liabilities liability or expenses expense (including reasonable attorneys’ fees and expenses' fees) arising out of or incurred by it arising out of, or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing trust created by this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to as set forth in the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconductnext paragraph. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, any such claim and the Trustee shall cooperate in the defensedefense of such claim. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of Trustee through the Trustee's own willful misconduct, the satisfaction and discharge and the termination of this Indenturenegligence or bad faith. To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this SectionSection 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of, premium, if any, and interest on on, particular Notes. Such Lien The Company's payment obligations pursuant to this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction Trustee and discharge and the termination of this Indenture. In addition, and without prejudice Subject to the any other rights provided available to the Trustee under any of the provisions of this Indentureapplicable bankruptcy law, when the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(f6.01(g) or (gSection 6.01(h) hereof occurshereof, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicablebankruptcy law.

Compensation and Indemnity. (a) The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation reasonable compensation, as the parties shall agree to in writing from time to time, for its acceptance of this Indenture and its performance of the duties and services hereunder as the parties shall agree from time to timerequired hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this except as set forth in Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct7.7(d). The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, except to the extent the Company is prejudiced thereby. The Company shall defend the claim, claim and the Trustee shall reasonably cooperate in the such defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of one such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the CompanyCompany to pay compensation under Section 7.7(a) through the date of termination, Holdings and the Guarantors for indemnification under this Section 7.07 7.7(b) shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. . (d) The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through its own negligence, bad faith or willful misconduct. (e) To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notesthe Securities or to pay Senior Debt. Such Lien lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when . (f) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.1(e) or (gf) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timehereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company, Holdings Company and the Guarantors, jointly and severally, Guarantors shall indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.077.7) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors any Guarantor or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence negligence, bad faith or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company or the Guarantors of its their obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings Company and the Guarantors under this Section 7.07 7.7 shall survive the resignation or removal of the Trustee, Trustee and the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.1(i) or (gj) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timebe mutually agreed upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it pursuant to, and in addition to accordance with, any provision hereof, except for any such expenses as shall have been caused by the compensation for its servicesTrustee’s own negligence or willful misconduct. Such expenses shall include the reasonable compensation, disbursements compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Company, Holdings and Trustee shall provide the Guarantors, jointly and severally, Company with reasonable notice of any expense not in the ordinary course of business. The Company shall indemnify each of the Trustee, each predecessor Trustee against and their respective agents for, and hold each of them harmless against, any and all lossesloss, claimsliability, damagesdamage, liabilities claim, cost or expenses expense (including the reasonable attorneys’ fees and expensesexpenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of, or in connection with, with the acceptance or administration of this trust, the performance of its duties under and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this IndentureSection 7.06, including the reasonable costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or and duties hereunder, except to the extent . The Company need not pay for any such loss, liability or expense shall be determined to have been caused by settlement made without its own negligence or willful misconductconsent. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee indemnification; provided that failure to so notify the Company give such notice shall not relieve the Company of its obligations hereunderunder this Section 7.06. The Company shall defend the claim, and need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of through the Trustee, the satisfaction and discharge and the termination of this Indenture’s own negligence or willful misconduct. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.06, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest amounts due on particular NotesSecurities. Such Lien The indemnity obligations of the Company with respect to the Trustee provided for in this Section 7.06 shall survive the any resignation or removal of the Trustee, the satisfaction Trustee and discharge and the any termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(h) or (gSection 6.01(i) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timeservices. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee and hold it harmless against any and all lossesloss, claims, damages, liabilities liability or expenses expense (including reasonable attorneys’ fees and expensesthe costs of enforcing this indemnity) incurred by it arising out of, or in connection with, the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or administration of this trust and the performance of its duties hereunder and regardless of whether any of its powers claim involves the Company, Holders or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconductthird party. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, any third party claim and the Trustee shall cooperate in the defense. The Trustee may have select separate counselcounsel to represent it with respect to such claim, and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for reimburse any settlement made without their consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of liability or expense incurred by the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of Trustee through the Trustee, the satisfaction and discharge and the termination of this Indenture’s own willful misconduct or gross negligence. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this Section, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and premium, if any, or interest on particular Notes. Such Lien The Company’s payment obligations pursuant to this Section shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(f6.01(a)(viii) or (gix) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Law. “Trustee” for purposes This Section shall survive the termination of this Section shall include any predecessor Trustee Indenture and the Trustee in each resignation or removal of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableTrustee.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company, Holdings Company and the Guarantors, jointly and severally, shall indemnify the Trustee against for, and hold the Trustee harmless against, any and all lossesloss, claimsdamage, damagesclaim, liabilities liability or expenses expense (including reasonable attorneys’ fees and expenses) incurred by it arising out of, or in connection with, with the acceptance or administration of this trust and the performance of its duties under this Indenture, hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Company, Holdings and Company or any of the Guarantors (including this Section 7.07) and or defending itself against any claim (whether asserted by any Holder, the Company, Holdings and the Guarantors Company or any Holder Guarantor or any other person) Person, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to the extent any ) (but excluding taxes imposed on such loss, liability persons in connection compensation for such administration or expense shall be determined to have been caused by its own negligence or willful misconductperformance). The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company and the Guarantors shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or gross negligence. Neither the Company nor any Guarantor need pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ payment obligations of the Company and the Guarantors’ payment obligations Guarantors in this SectionSection 7.07, the Trustee shall have a Lien prior to the Notes and rights of the Holders on all money or property held or collected by the Trustee, except that money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(a)(6) or (g7) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as and under the parties shall agree from time to timeSecurities and the Subsidiary Guarantees. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in addition it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and sending of notices to the compensation for its servicesHolders. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all lossesloss, claimsliability, damages, liabilities claims or expenses expense (including reasonable attorneys’ fees and expenses) incurred by it arising out of, without willful misconduct or negligence on its part in connection with, with the acceptance or and administration of this trust and the performance of its duties under this Indenturehereunder or in exercising its rights with respect to the Securities and the Subsidiary Guarantees, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) 7.7), the Securities and the Subsidiary Guarantees and of defending itself against any claim claims (whether asserted by any Holder, the Company, Holdings and the Guarantors any Subsidiary Guarantor or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconductotherwise). The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnityindemnity of which it has received written notice. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and ; provided that the Guarantors need not pay for any settlement made without their consent, which consent Company shall not be unreasonably withheld. The obligations required to pay the fees and expenses of such separate counsel if it assumes the CompanyTrustee’s defense, Holdings and and, in the Guarantors under this Section 7.07 shall survive the resignation or removal reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the satisfaction and discharge Company and the termination of this IndentureTrustee in connection with such defense. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations Obligations in this SectionSection 7.7, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without The Trustee’s right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Company. The Company’s payment obligations pursuant to this Section shall survive the discharge of this Indenture. Without prejudice to the any other rights provided available to the Trustee under any of the provisions of this Indentureapplicable law, when the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(fclause (7) or clause (g) hereof occurs8) of Section 6.1, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company, Holdings and the Guarantors shall, jointly and severally, Company will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall Trustee and the Company may agree from time to timetime in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors shall Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company, Holdings and the Guarantors, jointly and severally, shall Company will indemnify the Trustee Trustee, its officers, directors, employees, representatives and agents from and against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence or willful misconductbad faith. The Trustee shall will notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall will not relieve the Company of its obligations hereunder. The Company shall will defend the claim, claim and the Trustee shall will cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall will pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall will not be unreasonably withheld. . (c) The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 shall will survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. . (d) To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.07, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall lien will survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(d) or (ge) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. . (f) The Trustee shall will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include include, but not limited to, the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company, Holdings Company and the Guarantors, jointly and severally, shall indemnify the Trustee (which for purposes of this Section 7.7 shall include its officers, directors, employees and agents) against any and all losses, claims, damages, losses, liabilities or expenses (including reasonable attorneys’ fees and expensesfees) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.077.7) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors Company or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, hereunder except to the extent any such loss, claim, damage, liability or expense shall may be determined attributable to have been caused by its own negligence negligence, willful misconduct or willful misconductbad faith. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of one such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings Company and the Guarantors under this Section 7.07 7.7 shall survive the satisfaction and discharge or termination for any reason of this Indenture or the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ ’s and the Guarantors’ payment obligations in this SectionSection 7.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest or interest, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge or termination for any reason of this Indenture and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f) or (g6.1(8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for the purposes of this Section 7.7 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company, Holdings and the Guarantors shall, jointly and severally, Company will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall Trustee and the Company may agree from time to timetime in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors shall Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in accordance with any provision of this Indenture in addition to the compensation for its services. Such expenses shall will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company, Holdings and the Guarantors, jointly and severally, shall Company will indemnify the Trustee Trustee, its officers, directors, employees, representatives and agents, and hold them harmless, from and against any and all losses, claimsliabilities, damages, liabilities claims, taxes or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence or willful misconduct. The Trustee shall will notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall will not relieve the Company of its obligations hereunder. The Company shall will defend the claim, claim and the Trustee shall will cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall will pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall will not be unreasonably withheld. . (c) The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 shall will survive the resignation or removal of the Trustee, Trustee and the satisfaction and discharge and the termination of this Indenture. . (d) To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.07, the Trustee shall will have a Lien prior to the Notes on all money or property properly held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall will survive the resignation or removal of the Trustee, Trustee and the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(e) or (gf) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. . (f) The Trustee shall will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timebe mutually agreed upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it pursuant to, and in addition to accordance with, any provision hereof, except for any such expenses as shall have been caused by the compensation for its servicesTrustee’s own negligence or willful misconduct. Such expenses shall include the reasonable compensation, disbursements compensation and out-of-pocket expenses of the Trustee’s agents and counsel. The Company, Holdings and Trustee shall provide the Guarantors, jointly and severally, Company with reasonable notice of any expense not in the ordinary course of business. The Company shall indemnify each of the Trustee, each predecessor Trustee against and their respective agents for, and hold each of them harmless against, any and all lossesloss, claimsliability, damagesdamage, liabilities claim, cost or expenses expense (including the reasonable attorneys’ fees and expensesexpenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of, or in connection with, with the acceptance or administration of this trust, the performance of its duties under and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this IndentureSection 7.06, including the reasonable costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or and duties hereunder, except to the extent . The Company need not pay for any such loss, liability or expense shall be determined to have been caused by settlement made without its own negligence or willful misconductconsent. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee indemnification; provided that failure to so notify the Company give such notice shall not relieve the Company of its obligations hereunderunder this Section 7.06. The Company shall defend the claim, and need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of through the Trustee, the satisfaction and discharge and the termination of this Indenture’s own negligence or willful misconduct. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.06, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest amounts due on particular NotesSecurities. Such Lien The indemnity obligations of the Company with respect to the Trustee provided for in this Section 7.06 shall survive the any resignation or removal of the Trustee, the satisfaction Trustee and discharge and the any termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(g) or (gSection 6.01(h) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company agrees to pay to the Trustee (in its capacity as such) from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties Company and the Trustee shall agree from time to timetime agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The CompanyIn addition to such compensation for services, Holdings and the Guarantors Company shall promptly reimburse the Trustee promptly (and any predecessor Trustee with respect to all matters and events existing or alleged to exist on or prior to the date such person ceased to be a Trustee) upon request for all reasonable disbursements, expenses (including costs of collection) and advances and expenses actually incurred or made by it in addition to the compensation for accordance with this Indenture or carrying out its servicesduties hereunder. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents agents, accountants, experts and counsel. The Company, Holdings and the Guarantors, jointly and severally, shall Company agrees to indemnify the Trustee against (in any capacity under this Indenture including as Trustee, Agent or Securities Custodian) and all losseseach of its officers, claimsdirectors, damagesattorneys-in-fact and agents for, liabilities or expenses and hold it harmless against, any claim, demand, expense (including but not limited to reasonable attorneys’ fees compensation, disbursements and expenses) expenses of the Trustee’s agents and counsel), loss or liability incurred by it without negligence, willful misconduct or bad faith on the part of the Trustee, arising out of, of or in connection withwith the acceptance and the administration of this trust and its rights or duties hereunder, including, without limitation, the acceptance or administration of its duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any investigation, claim or liability (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice asserted against the Trustee for which it may seek indemnity. Failure by the Trustee ; provided, however, that any failure to so notify the Company shall not relieve the Company of its indemnity obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel; provided that the Company will not be required to pay such fees and expenses if it assumes the Trustee’s defense and if the Trustee is advised by its counsel that there is no conflict of interest between the Company and the Trustee in connection with such defense. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of Company need not reimburse any expense or indemnify against any loss or liability to the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ payment obligations in this Section, extent incurred by the Trustee shall have a Lien prior to the Notes on all money through its negligence, bad faith or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Noteswillful misconduct. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f8.1(v) or (gvi) hereof of this Indenture occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “The Company’s obligations under this Section 9.7 shall survive the resignation or removal of the Trustee” for purposes , the discharge of the Company’s obligations pursuant to Article X of this Section shall include Indenture and any predecessor Trustee and the Trustee in each rejection or termination of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of this Indenture under any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableBankruptcy Law.

Compensation and Indemnity. (a) The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties Company and the Trustee shall agree from time to timetime agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursementsout-of-pocket expenses, disbursements and advances and expenses incurred or made by it it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel retained by the Trustee in connection with the delivery of an opinion of counsel or otherwise, in addition to the compensation for its services, except for any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants, experts and counsel. other Persons not regularly in its employ. (b) The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all lossesloss, claims, damages, liabilities liability or expenses expense (including reasonable attorneys’ fees and expenses) incurred by it arising out ofwithout negligence, willful misconduct or bad faith on its part in connection with, with the acceptance or and administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and of defending itself against any claim claims (whether asserted by any Holder, the Company, Holdings and the Guarantors any Security Guarantor or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconductotherwise). The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and ; provided that the Guarantors need not pay for any settlement made without their consent, which consent Company shall not be unreasonably withheld. The obligations required to pay such fees and expenses if it assumes the Trustee’s defense, and, in the reasonable judgment of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of outside counsel to the Trustee, there is no conflict of interest between the satisfaction and discharge Company and the termination of this IndentureTrustee in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own negligence, willful misconduct or bad faith. (c) To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.07, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on a particular NotesSecurity. Such Lien The Trustee’s right to receive payment of any amounts due under this Section 7.07 shall not be subordinate to any other liability or indebtedness of the Company. (d) The Company’s payment obligations pursuant to this Section 7.07 shall survive the discharge of the Securities, the termination for any reason of this Indenture and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an in connection with the occurrence of a Bankruptcy Law Event of Default specified in Section 6.01(f) or (g) hereof occursDefault, the expenses and the compensation for the services (including the fees reasonable charges and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law; provided that this shall not affect the Trustee’s rights as set forth in this Section 7.07 or Section 7.11. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunderTrustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such time, and the Trustee shall be entitled to, reasonable compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timeservices. The Trustee’s compensation shall not be limited by any law on compensation of a trustee Trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable fees and expenses of counsel retained by the Trustee in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify and hold harmless the Trustee against any and all lossesloss, claimsliability, damagesclaim, liabilities damage or expenses expense (including reasonable attorneys’ fees and expenses) incurred by it arising out of, or in connection with, with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and of defending itself against any claim claims (whether asserted by any Holder, the Company, Holdings and the Guarantors Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconductotherwise). The Trustee Trustee, upon a Responsible Officer receiving written notice thereof, shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for reimburse any settlement made without their consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of liability or expense incurred by the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of Trustee through the Trustee’s own willful misconduct, the satisfaction and discharge and the termination of this Indenturenegligence or bad faith. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.07, the Trustee shall have a Lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien The Trustee’s right to receive payment of any amounts due under this Section 7.07 shall not be subordinate to any other liability or Indebtedness of the Company. The Company’s payment obligations pursuant to this Section 7.07 shall survive the discharge of this Indenture and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(f6.01(7) or (g) hereof occurs8) with respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company, Holdings and the Guarantors shall, jointly and severally, Company will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timehereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors shall Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services, except for any such disbursement, advance or expense as may be attributable to its negligence, willful misconduct or bad faith. Such expenses shall will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee and Agents and their respective officers, directors, employees, representatives and agents (each an “Indemnified Party”) against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it them arising out of, of or in connection with, with the acceptance or administration of its their duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.07) and defending itself themselves against any claim (whether asserted by the Company, Holdings and the Guarantors Company or any Holder of Securities of any Series or any other personPerson) or liability in connection with the exercise or performance of any of its their powers or duties hereunder, except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence their negligence, willful misconduct or willful misconductbad faith. The Trustee An Indemnified Party shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee an Indemnified Party to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee an Indemnified Party shall cooperate in the defense. The Trustee An Indemnified Party may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or, with respect to any Person acting as Trustee under this Indenture, the earlier resignation or removal of the such Trustee, the satisfaction and discharge and the termination of this Indenture. . (d) To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this Section, the Trustee shall have a Lien prior to the Notes Securities of any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on particular Notes. Such Lien shall survive the resignation or removal Securities of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when that Series. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(d) or (ge) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. . (f) The Trustee shall will comply with the provisions of TIA § 313(b)(2§313(b) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee and any predecessor Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timetime be agreed to in writing by the Company and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and documented out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationdocumented compensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, or in connection with, the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused (including documented attorneys’ fees) incurred by it in connection with the acceptance and administration of this trust and the performance of its own negligence or willful misconductduties hereunder. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The CompanyCompany need not reimburse any expenses or indemnify against any loss, Holdings and liability or expense incurred by the Guarantors Trustee through the Trustee’s own willful misconduct, negligence or bad faith. The Company need not pay for any settlement made by the Trustee without their the Company’s consent, which such consent shall not to be unreasonably withheld. The obligations of All indemnifications and releases from liability granted hereunder to the CompanyTrustee shall extend to its officers, Holdings directors, employees, agents, successors and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indentureassigns. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien The Company’s payment obligations pursuant to this Section shall survive the resignation or removal of the Trustee, the satisfaction and discharge Trustee and the termination discharge of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(f6.01(h), (i) or (gj) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Law. “Trustee” for purposes The provisions of this Section shall include any predecessor survive the resignation or removal of the Trustee and the Trustee in each termination of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicablethis Indenture.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation as agreed upon in writing for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timehereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee Trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it the Trustee in addition to the compensation for its services, except to the extent any such expense, advance or disbursement may be attributable to the Trustee’s negligence or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counselcounsel and of all Persons not regularly in its employ. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against or any predecessor Trustee and their officers, agents, directors and employees for, and to hold them harmless against, any and all losses, liabilities, claims, damages, liabilities damages or expenses (including reasonable attorneys’ fees and expensestaxes other than taxes based upon the income of the Trustee) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties the trust or trusts under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors Company or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 shall survive the satisfaction and discharge of the Notes, the termination for any reason of this Indenture and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of the Notes, the termination for any reason of this Indenture and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, addition to and without prejudice to the its other rights provided to the Trustee under any of the provisions of this Indenturehereunder, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time for the Securities of each series such compensation as shall be agreed upon in writing for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timehereunder. The Trustee’s compensation of the Trustee shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly for the Securities of each series upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to the compensation for Trustee without negligence or bad faith on its servicespart. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the Trustee’s agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against for the Securities of each series and any predecessor trustee for, and hold it harmless against, any and all lossesloss, claimsclaim, damages, liabilities damage or expenses (including reasonable attorneys’ fees and expenses) liability or expense incurred by it arising out of, without negligence or bad faith on its part in connection with, with the acceptance or administration of this Indenture and its duties under this IndentureIndenture and the Securities of such series, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings or liability and the Guarantors of complying with any process served upon it or any Holder or any other person) or liability of its officers in connection with the exercise or performance of any of its powers or duties hereunder, except to under this Indenture and the extent any Securities of such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconductseries. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received Officer receives written notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Unless otherwise set forth herein, the Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.08, the Trustee for the Securities of each series shall have a Lien lien prior to the Notes Securities of such series on all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to If the Trustee under for the Securities of any of the provisions of this Indenture, when the Trustee series incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(fclause (e) or (gf) hereof occursof Section 6.01, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any Bankruptcy Lawapplicable federal or state law for the relief of debtors. “Trustee” for purposes The provisions of this Section 7.08 shall include any predecessor Trustee survive the termination of this Indenture and the Trustee in each resignation and removal of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunderTrustee. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timehereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against and its agents, employees, officers, directors and shareholders for, and hold the same harmless against, any and all losses, claims, damages, liabilities or expenses (including including, without limitation, reasonable attorneys’ ' fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including including, without limitation, the costs and expenses of enforcing this Indenture against the CompanyCompany (including, Holdings and the Guarantors (including without limitation, this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence or willful misconductbad faith. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claimclaim with counsel reasonably satisfactory to the Trustee, and the Trustee shall cooperate in the defensedefense at the Company's expense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 shall survive the resignation or removal of the Trustee, Trustee and/or the satisfaction and discharge and the or termination of this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this SectionSection 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, Trustee and/or the satisfaction and discharge and the or termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f) or (g) hereof occurs, the expenses and the compensation for the services (including including, without limitation, the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § ss. 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and its performance of the duties and services hereunder as the parties shall agree from time to timerequired hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this except as set forth in Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct7.7(d). The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, except to the extent the Company is prejudiced thereby. The Company shall defend the claim, claim and the Trustee shall reasonably cooperate in the such defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of one such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the CompanyCompany to pay compensation under Section 7.7(a) through the date of termination, Holdings and the Guarantors for indemnification under this Section 7.07 7.7(b) shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. . (d) The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through its own negligence, bad faith or willful misconduct. (e) To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notesthe Securities or to pay Senior Debt. Such Lien lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when . (f) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.1(e) or (gf) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company, Holdings and the Guarantors shall, jointly and severally, Company will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties Company and Trustee shall agree from time to timetime agree in writing. The Trustee’s 's compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors shall Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall will include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. . (b) The Company, Holdings Company and the Guarantors, jointly and severally, Guarantors shall indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence or bad faith or willful misconduct. The Trustee shall will notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall will not relieve the Company or any of its the Guarantors of their obligations hereunder. The Company shall or such Guarantor will defend the claim, claim and the Trustee shall will cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall will pay the reasonable fees and expenses of such counsel. The Company, Holdings and Neither the Guarantors Company nor any Guarantor need not pay for any settlement made without their its consent, which consent shall will not be unreasonably withheld. . (c) The obligations of the Company, Holdings Company and the Guarantors under this Section 7.07 shall will survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. . (d) To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this SectionSection 7.07, the Trustee shall will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall will survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(7) or (g) 8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. . (f) The Trustee shall will comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, shall indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, or in connection with, the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors promptly of any claim of which a Responsible Offer Officer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ payment obligations in this SectionSection 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f) or (g) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section 7.07 shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and the Collateral Documents and services hereunder as the parties shall agree from time to timeand thereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses' fees) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this IndentureIndenture and the Collateral Documents, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors Company or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence or willful misconductbad faith. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunderhereunder or under the Collateral Documents. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indentureany Collateral Document. To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture and the termination of this Indentureany Collateral Documents. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(fSections 6.01(9) or (g6.01(10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties Company and the Trustee shall agree from time to timetime agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all losses, claimsliabilities, damages, liabilities claims, penalties, fines or expenses (including reasonable attorneys’ fees and expenses) (for purposes of this Section 7.7, “losses”) incurred by it arising out of, or in connection with, with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.077.7) and of defending itself against any claim claims (whether asserted by any Holder, the Company, Holdings and the Guarantors Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunderotherwise), except to the extent any such loss, liability or expense shall losses may be determined attributable to have been caused by its own negligence or willful misconductbad faith. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counselcounsel provided that the Company shall not be required to pay such fees and expenses if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Company and the Trustee in connection with such defense. The Company, Holdings and the Guarantors need Company shall not be under any obligation to pay for any written settlement made without their its consent, which consent shall not be unreasonably delayed, conditioned or withheld. The obligations of Company need not reimburse any expense incurred by the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of Trustee through the Trustee’s own willful misconduct, the satisfaction and discharge and the termination of this Indenturegross negligence or bad faith. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.7, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of, interest and interest Additional Amounts, if any, on particular NotesSecurities. Such Lien The Company’s payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture, the resignation or removal of the Trustee, the satisfaction Trustee and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any payment in full of the provisions of this Indenture, when Securities. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in clause (7) of Section 6.01(f) or (g) hereof occurs6.1 with respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of its duties under this Indenture and services hereunder as the parties shall agree from time agreed to timein writing. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. . (b) The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee or any predecessor Trustee against any and all losses, claims, damages, penalties, fines, liabilities or expenses, including incidental and out-of-pocket expenses and reasonable attorneys fees (including reasonable attorneys’ fees and expenses"losses") incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors Company or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such losslosses may be attributable to its negligence, liability willful misconduct or expense shall be determined to have been caused by its own negligence or willful misconductbad faith. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. . (d) To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this Section, the Trustee shall have a Lien prior to the Notes Securities of any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium, if any, and interest on interest, if any, on, particular NotesSecurities of that Series. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(a)(vii) or (ga)(viii) hereof occursoccurs (or any comparable provision set forth in a supplemental indenture), the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. . (f) The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings Company and the Subsidiary Guarantors shall, jointly and severally, shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as hereunder. To the parties shall agree from time to time. The extent permitted by law, the Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Company, Holdings Company and the Guarantors, jointly and severally, Subsidiary Guarantors shall indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings Company and the Subsidiary Guarantors (including this Section 7.077.7) and defending itself against any claim (whether asserted by the Company, Holdings and the Subsidiary Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, hereunder except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence or willful misconductbad faith. The Trustee shall notify the Company, Holdings Company and the Subsidiary Guarantors promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company and the Subsidiary Guarantors shall not relieve the Company and the Subsidiary Guarantors of its obligations hereunder. The Company and the Subsidiary Guarantors shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company and the Subsidiary Guarantors shall pay the reasonable fees and expenses of such counsel. The Company, Holdings Company and the Subsidiary Guarantors need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings Company and the Subsidiary Guarantors under this Section 7.07 7.7 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ 's and the Subsidiary Guarantors’ ' payment obligations in this SectionSection 7.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal principal, interest and interest Liquidated Damages, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.1 (viii) or (gix) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § ss. 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties Company and the Trustee shall agree from time to timetime agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all lossesloss, claimsliability, damages, liabilities claims or expenses expense (including reasonable attorneys’ fees and expenses) incurred by it arising out of, without negligence or willful misconduct on its part in connection with, with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.077.7) and of defending itself against any claim claims (whether asserted by any Holder, the Company, Holdings and the Guarantors Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconductotherwise). The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counselcounsel provided that the Company shall not be required to pay such fees and expenses if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Company and the Trustee in connection with such defense. The Company, Holdings and the Guarantors need Company shall not be under any obligation to pay for any written settlement made without their its consent, which consent shall not be unreasonably delayed, conditioned or withheld. The obligations of Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of Trustee through the Trustee, the satisfaction and discharge and the termination of this Indenture’s own willful misconduct or negligence. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.7, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of, interest and interest Additional Amounts, if any, on particular NotesSecurities. Such Lien The Company’s payment obligations pursuant to this Section 7.7 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in clause (9) of Section 6.01(f) or (g) hereof occurs6.1 with respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties (which shall agree be agreed to from time to timetime by the Company and the Trustee). The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall promptly reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee's negligence or bad faith. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents 's agents, accountants, experts and counselcounsel and any taxes or other expenses incurred by a trust created pursuant to Section 8.01 hereof. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against and each predecessor trustee for, and hold it harmless against, any and all lossesloss, claimsliability, damagesclaim, liabilities damage or expenses (including reasonable attorneys’ fees and expenses) expense incurred by it the Trustee without negligence or willful misconduct on its part arising out of, of or in connection with, with the acceptance or administration of this trust and its duties under this Indenture, including the costs reasonable expenses and expenses attorneys' fees of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or of liability in connection with the exercise or performance of any of its powers or duties arising hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice asserted against the Trustee for which it may seek indemnity. Failure However, the failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defensedefense (and may employ its own counsel) at the Company's expense. The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors need not pay for reimburse any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations expense or indemnify against any loss or liability incurred by the Trustee as a result of the Company, Holdings and violation of this Indenture by the Guarantors under this Section 7.07 shall survive the resignation or removal of Trustee if such violation arose from the Trustee, the satisfaction and discharge and the termination of this Indenture's negligence or bad faith. To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this SectionSection 7.07, the Trustee shall have a Lien senior claim prior to the Notes on Securities against all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notesits capacity as Trustee. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(fclause (6) or (g7) hereof of Section 6.01 occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) and the compensation for the services shall be preferred over the status of the Holders in a proceeding under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of The Company's obligations under this Section 7.07 and any claim arising hereunder shall include any predecessor Trustee and survive the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct resignation or bad faith removal of any Trustee hereunder shall not affect Trustee, the rights discharge of the Company's obligations pursuant to Article Eight and any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicablerejection or termination under any Bankruptcy Law.

Compensation and Indemnity. (a) The Company, Holdings Company and the Guarantors shallGuarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company, Holdings Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business. (b) The Company and the Guarantors, jointly and severally, shall indemnify the Trustee against for, and hold each of the Trustee and any predecessor Trustee harmless against, any and all lossesloss, damage, claims, damages, liabilities liability or expenses expense (including reasonable attorneys’ fees and expensesexpenses and court costs) incurred by it arising out of, or in connection with, with the acceptance or administration of this trust and the performance of its duties under this Indenture, and/or the exercise of its rights hereunder (including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company or any Guarantor (including this Section 7.07) and or defending itself against any claim (whether asserted by any Holder, the Company, Holdings and the Guarantors or any Holder Guarantor or any other person) Person, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct). The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for reimburse any settlement made without their consentexpense or indemnify against any cost, which consent shall not be unreasonably withheld. loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence, as finally adjudicated by a court of competent jurisdiction. (c) The obligations of the Company, Holdings Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee, . (d) The obligations of the satisfaction and discharge Company and the termination of Guarantors under this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ payment obligations in this Section, Section 7.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall have be secured by a senior Lien prior to the Notes on all money or property held or collected by the Trustee, except that except, subject to the effect of Section 6.13, funds held in trust to pay principal and interest on herewith for the benefit of the Holders of particular Notes. Such Lien shall survive , to which the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when Notes are hereby made subordinate. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section Sections 6.01(f) or (g6.01(g) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Debtor Relief Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree be agreed upon in writing, from time to time, for its services hereunder. The Trustee’s compensation of the Trustee shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to the compensation for Trustee without negligence or bad faith on its servicespart. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the Trustee’s agents and counsel. The Company, Holdings Company and the Guarantorseach Subsidiary Guarantor, jointly and severally, shall indemnify each of the Trustee against or any predecessor Trustee and their agents for, and hold them harmless against, any and all lossesloss, damage, claims, damagesliability or expense, liabilities including taxes (other than taxes based upon, measured by or expenses (including reasonable attorneys’ fees and expenses) incurred determined by it the income of the Trustee), arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenturethe trust or trusts hereunder, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section 7.07, except to the extent any that such loss, damage, claim, liability or expense shall be determined is due to have been caused by its own negligence or willful misconductbad faith. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim, claim and the Trustee shall cooperate in the defensedefense provided, however, that the Trustee shall have the right to defend such claim if, upon the advice of counsel, its interests may be prejudiced by the conduct of such defense by the Company. The Unless otherwise set forth herein, the Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.07, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(fclause (f) or (g) hereof occursof Section 6.01, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any Bankruptcy Lawapplicable federal or state law for the relief of debtors. “Trustee” for purposes The provisions of this Section 7.07 shall include any predecessor survive the resignation or removal of the Trustee and the Trustee in each termination of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunderthis Indenture. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as agreed upon in writing by the parties shall agree from time to timehereto. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and reasonable out-of-pocket expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all lossesloss, claims, damages, liabilities liability or expenses expense (including reasonable attorneys’ fees and expensesfees) incurred by it arising out of, or in connection with, the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to hereunder and/or the extent any such loss, transactions contemplated under this Indenture and the Trustee shall have no liability or expense shall be determined to have been caused by its own negligence responsibility for any action or willful misconductinaction on the part of any Paying Agent, Registrar, Authentication Agent or any successor trustee. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunderhereunder except to the extent that the Company shall have been actually prejudiced as a result of such failure. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The CompanyCompany need not reimburse any expense or indemnify against any loss, Holdings and liability or expense incurred by the Guarantors Trustee through the Trustee’s own willful misconduct or negligence. The Company need not pay for any settlement made by the Trustee without their the Company’s consent, which such consent shall not to be unreasonably withheld. The obligations of All indemnifications and releases from liability granted hereunder to the CompanyTrustee shall extend to its officers, Holdings directors, employees, agents, successors and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indentureassigns. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this Section, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien The Company’s payment obligations pursuant to this Section shall survive the resignation or removal of the Trustee, the satisfaction and discharge Trustee and the termination discharge of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(fSections 6.01(g) or (g6.01(h) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Law. “Trustee” for purposes The provisions of this Section 7.07 shall include survive the satisfaction and discharge or termination, for any predecessor Trustee reason, of this Indenture and the Trustee in each resignation or removal of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableTrustee.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation as shall be agreed upon in writing for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timehereunder. The Trustee’s compensation of the Trustee shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to the compensation for Trustee without negligence or bad faith on its servicespart. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the Trustee’s 's agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against for, and hold it harmless against, any and all losses, claims, damages, liabilities loss or expenses (including reasonable attorneys’ fees and expenses) liability or expense incurred by it arising out of, without negligence or bad faith on its part in connection with, with the acceptance or administration of this Indenture and its duties under this IndentureIndenture and the Notes, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any a Holder or any other personPerson) or liability and of complying with any process served upon it or any of its officers in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to under this Indenture and the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconductNotes. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Unless otherwise set forth herein, the Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of Company need not reimburse any expense or indemnity against any loss or liability incurred by the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation Trustee through negligence or removal of the Trustee, the satisfaction and discharge and the termination of this Indenturebad faith. To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this SectionSECTION 7.07, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except that money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when If the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(fclause (g) or (gh) hereof occursof SECTION 6.01, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are will be intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Code or any Bankruptcy Lawapplicable federal or state law for the relief of debtors. “Trustee” for purposes The provisions of this Section SECTION 7.07 shall include any predecessor Trustee and survive the Trustee in each termination of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunderthis Indenture. The Trustee shall comply with the provisions of TIA § Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timebe mutually agreed upon in writing. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it pursuant to, and in addition to accordance with, any provision hereof, except for any such expenses as shall have been caused by the compensation for its servicesTrustee's own negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements compensation and out-of-pocket expenses of the Trustee’s 's agents and counsel. The Company, Holdings and Trustee shall provide the Guarantors, jointly and severally, Company with reasonable notice of any expense not in the ordinary course of business. The Company shall indemnify each of the Trustee, each predecessor Trustee against and their respective agents for, and hold each of them harmless against, any and all lossesloss, claimsliability, damagesdamage, liabilities claim, cost or expenses expense (including the reasonable attorneys’ fees and expensesexpenses of counsel and taxes other than those based upon the income of the Trustee) incurred by it arising out of, or in connection with, with the acceptance or administration of this trust, the performance of its duties under and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this IndentureSection 7.06, including the reasonable costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or and duties hereunder, except to the extent . The Company need not pay for any such loss, liability or expense shall be determined to have been caused by settlement made without its own negligence or willful misconductconsent. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee indemnification; provided that failure to so notify the Company give such notice shall not relieve the Company of its obligations hereunderunder this Section 7.06. The Company shall defend the claim, and need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of through the Trustee's own negligence, the satisfaction and discharge and the termination of this Indenturebad faith or willful misconduct. To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this SectionSection 7.06, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest amounts due on particular NotesSecurities. Such Lien The indemnity obligations of the Company with respect to the Trustee provided for in this Section 7.06 shall survive the any resignation or removal of the Trustee, the satisfaction Trustee and discharge and the any termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(g) or (gSection 6.01(h) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties Company and the Trustee shall agree from time to timetime agree in writing. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel retained by the Trustee in connection with the delivery of an Opinion of Counsel or otherwise, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents 's agents, counsel, accountants and counsel. experts. (b) The Company, Holdings Company and the Guarantors, Note Guarantors shall jointly and severally, shall severally indemnify the Trustee against any and all lossesloss, claimsdamage, damagesclaim liability, liabilities or expenses expense (including reasonable attorneys’ ' fees and expenses) and taxes (other than those measured by or determined by the income of the Trustee) incurred by it arising out ofwithout negligence, willful misconduct or bad faith on its part in connection with, with the acceptance or and administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.077.7) and of defending itself against any claim claims (whether asserted by any Holder, the Company, Holdings and the Guarantors any Note Guarantor or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconductotherwise). The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for reimburse any settlement made without their consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of liability or expense incurred by the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of Trustee through the Trustee's own negligence, the satisfaction and discharge and the termination of this Indenture. willful misconduct or bad faith. (c) To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this SectionSection 7.7, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such Lien The Trustee's right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Company. (d) The Company's payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an the occurrence of a Bankruptcy Law Event of Default specified in Section 6.01(f) or (g) hereof occurs6.1(a)(7), the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder this shall not affect the Trustee's rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableas set forth in this Section 7.7 or Section 6.10.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to time. The Trustee’s (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursementsout-of-pocket expenses, disbursements and advances and expenses incurred or made by it in addition to the compensation for its servicesit. Such expenses shall may include the reasonable compensation, disbursements compensation and expenses of the Trustee’s 's agents and counsel. The CompanyTrustee shall not be under any obligation to institute any suit, Holdings or take any remedial action under this Indenture, or to enter any appearance or in any way defend any suit in which it may be a defendant, or to take any steps in the execution of the trusts created hereby or thereby or in the enforcement of any rights and powers under this Indenture, until it shall be indemnified to its satisfaction against any and all reasonable expenses, disbursements and advances incurred or made by the GuarantorsTrustee in accordance with any provision of this Indenture, jointly including compensation for services, costs, expenses, outlays, counsel fees and severallyother disbursements, and against all liability not due to its negligence or willful misconduct. The Company shall indemnify the Trustee against any and all losses, claims, damages, liabilities loss or expenses (including reasonable attorneys’ fees and expenses) liability incurred by it arising out of, or in connection with, with the acceptance or and administration of the trust and its duties under this Indenturehereunder as Trustee, Registrar and/or Paying Agent, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure ; however, unless the position of the Company is prejudiced by such failure, the failure of the Trustee to so promptly notify the Company shall not relieve the Company of limit its obligations hereunderright to indemnification. The Company shall defend the claim, each such claim and the Trustee shall cooperate in the defense. The Trustee may have retain separate counsel, counsel and the Company shall pay reimburse the Trustee for the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The obligations of Company need not reimburse any expense or indemnify against any loss or liability incurred by the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation Trustee through negligence or removal of the Trustee, the satisfaction and discharge and the termination of this Indenturewillful misconduct. To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this Section, the Trustee shall have a Lien lien prior to that of the Notes Holders of the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular NotesSecurities. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an the occurrence of any Event of Default specified in Section 6.01(f5.01(5) or (g) hereof occurs6), the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes The obligations of the Company under this Section 6.07 shall include any predecessor survive the registration or removal of the Trustee and the Trustee in each termination, satisfaction or discharge of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicablethis Indenture.

Compensation and Indemnity. (a) The Company, Holdings and the Guarantors shall, jointly and severally, Company will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timehereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors shall Company will reimburse the Trustee promptly upon request for all reasonable and actual out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall will include the reasonable and actual out-of-pocket compensation, disbursements and expenses of the Trustee’s agents and outside counsel. . (b) The Company, Holdings Company and the Guarantors, jointly and severally, shall Guarantors will indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the reasonable and actual out-of-pocket costs and expenses of enforcing this Indenture against the Company, Holdings Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or Guarantors, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence or willful misconductbad faith. The Trustee shall will notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure ; provided that the failure by the Trustee to so notify the Company deliver such notice shall not relieve the Company of its obligations hereunderhereunder except to the extent it has been materially prejudiced by such failure or such failure results in the forfeiture of substantive rights and defenses. The Company shall or such Guarantor will defend the claim, claim and the Trustee shall will cooperate in the defense. The Trustee may have one separate counsel, counsel and the Company shall will pay the reasonable fees and expenses of such counsel. The Company, Holdings and Neither the Guarantors Company nor any Guarantor need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the Company, Holdings Company and the Guarantors under this Section 7.07 shall will survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. . (d) To secure the Company’s, Holdings’ ’s and the Guarantors’ payment obligations in this SectionSection 7.07, the Trustee shall will have a Lien lien prior to the Notes Securities of any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular NotesSecurities of that Series. Such Lien shall lien will survive the resignation satisfaction or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(d) or (ge) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. . (f) The Trustee shall will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture services hereunder, as mutually agreed upon by the Company and services hereunder as the parties shall agree from time to timeTrustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings As mutually agreed upon by the Company and the Guarantors Trustee, the Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred it incurs or made by it makes in addition to the compensation for its services. Such As mutually agreed upon by the Company and the Trustee, such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company, Holdings Company and the Subsidiary Guarantors, jointly and severally, shall indemnify the Trustee (which for purposes of this Section 7.07 shall include its officers, directors, stockholders, employees and agents) against any and all losses, claims, damagesdamage, losses, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it them arising out of, of or in connection with, with the acceptance or administration of its their duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.07) and defending itself themselves against any claim (whether asserted by the Company, Holdings and the Guarantors Company or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its their powers or duties hereunder, hereunder except to the extent any such loss, claim, damage, liability or expense shall may be determined attributable to have been caused by its own their negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of for which a Responsible Offer Trust Officer has received notice and for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless the Company is unduly prejudiced by the failure to provide such notice. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of one such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. The Company’s obligations of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee, . The Company need not reimburse any expense or indemnify against any loss or liability the satisfaction and discharge and the termination Trustee incurs as a result of this Indentureits gross negligence or willful misconduct. To secure the Company’s, Holdings’ ’s and the Subsidiary Guarantors’ payment obligations in under this SectionSection 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest or interest, if any, on particular Notes. Such Lien shall survive the satisfaction and discharge or termination for any reason of this Indenture and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of . Such Lien shall constitute a Permitted Lien under this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(a)(vii) or (gviii) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute administrative expenses of administration under any Bankruptcy Law without any need to demonstrate substantial contribution under Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company, Holdings Company and the Guarantors shallGuarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder and under the Notes, the Note Guarantees and the Security Documents as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company, Holdings Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business. (b) The Company and the Guarantors, jointly and severally, shall indemnify the Trustee against and any predecessor Trustee for, and hold each of the Trustee and any predecessor Trustee harmless against, any and all lossesloss, damage, claims, damages, liabilities liability or expenses expense (including reasonable attorneys’ fees and expenses) incurred by it arising out of, or in connection with, with the acceptance or administration of this trust and the performance of its duties under this Indenture, hereunder (including the costs and expenses of enforcing this Indenture Indenture, the Notes, the Note Guarantees and the Security Documents against the Company, Holdings and the Guarantors Company or any Guarantor (including this Section 7.07) and or defending itself against any claim (whether asserted by any Holder, the Company, Holdings and the Guarantors or any Holder or Guarantor, any other person) person or liability liability, in each case solely in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct). The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any third party claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for reimburse any settlement made without their consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence as determined by a court of competent jurisdiction in a final, non-appealable decision. (c) The obligations of the Company, Holdings Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. . (d) To secure the Company’s, Holdings’ payment obligations of the Company and the Guarantors’ payment obligations Guarantors in this SectionSection 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(a)(8) or (g9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute administrative expenses for purposes of administration priority under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree Fiscal Agent, from time to time, reasonable compensation for its services under this Agreement. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly Fiscal Agent upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in addition to the compensation for performance of its servicesduties under this Agreement. Such expenses shall include the reasonable compensation, disbursements compensation and expenses of the TrusteeFiscal Agent’s agents and counsel. The CompanyExcept as provided below in this paragraph, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee Fiscal Agent, any predecessor fiscal agent of it and each director, officer, employee and agent of the Fiscal Agent or predecessor fiscal agent against any and all lossesloss, claimsliability, damagescost, liabilities claim, action, demand or expenses expense (including reasonable attorneys’ fees and expensesexpenses of legal counsel) incurred by it arising out ofin connection with its appointment, or in connection with, the acceptance or administration performance of its duties under this Indenturehereunder, including the all reasonable costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and in defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers and duties under this Agreement, or performance of any other duties hereunderpursuant to the terms and conditions hereof, except to such as may result from the extent gross negligence, bad faith or willful misconduct of any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconductPerson. The Trustee Fiscal Agent shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee indemnity but failure to do so notify the Company shall not relieve the Company of its obligations hereunderunder this Section 7.05. The Company shall defend the claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors need not pay for any settlement made by the Fiscal Agent without their the Company’s consent, which consent shall not be unreasonably withheld. The obligations Company need not reimburse any expense or indemnify against any loss or liability incurred by either the Fiscal Agent or any predecessor fiscal agent of it through its own gross negligence, bad faith or willful misconduct. In respect of the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this SectionSection 7.05, the Trustee Fiscal Agent shall have a Lien prior senior claim to which the Notes Securities are hereby made subordinate on all money or property held or collected by the TrusteeFiscal Agent as such and not in its individual capacity, except that for money or property held in trust for the benefit of the Holders to pay the principal of and interest and premium, if any, on particular NotesSecurities. Such Lien Notwithstanding anything contained in this Agreement to the contrary, the indemnity agreement set forth in this paragraph shall survive the termination of this Agreement and the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f) or (g) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableFiscal Agent.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee -------------------------- such compensation for its services as the Company and the Trustee shall from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timein writing. The Trustee’s 's compensation shall hereunder shal not be limited by any law on compensation of a relating to the trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for connection with its servicesduties hereunder. Such expenses The Company shall include the reasonable compensation, disbursements and expenses indemnify each of the Trustee’s agents Trustee and counsel. The Company, Holdings and the Guarantors, jointly and severally, shall indemnify the any predecessor Trustee against any and all losses, claims, damages, liabilities loss or expenses (including reasonable attorneys’ fees and expenses) liability incurred by it arising out of, or in connection with, with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs reasonable expenses and expenses attorneys' fees of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or of liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations arising hereunder. The Company shall defend the claim, and any claim against the Trustee shall cooperate in of which the defenseCompany has notice. The Trustee may have separate counsel, and if it does, the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for reimburse any settlement made without their consent, which consent shall not be unreasonably withheldexpenses or indemnify against any loss or liability incurred by the Trustee through the Trustee's negligence or bad faith. The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 to indemnify and compensate the Trustee to pay or reimburse the Trustee for such expenses, disbursements, and advances shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indentureconstitute Indebtedness. To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this Section, the Trustee shall have a Lien lien prior to the Notes Debentures on all money or property held or collected by the Trustee, except that held in trust to pay principal and of or interest on particular NotesDebentures. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Section 6.01(f6.01(4) or (g) hereof occurs5), the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicableIndenture.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timeservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing-of notices to Securityholders and reasonable costs of counsel retained by the Trustee in connection with the delivery of an Opinion of Counsel or otherwise, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents 's agents, counsel, accountants and counselexperts. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all lossesloss, claims, damages, liabilities liability or expenses expense (including reasonable attorneys’ fees and expenses' fees) incurred by it arising out of, or in connection with, with the acceptance or administration of this trust and the performance of its duties under this Indenturehereunder, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.077.7) and of defending itself against any claim claims (whether asserted by any Securityholder, the Company, Holdings and the Guarantors Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused by its own negligence or willful misconductotherwise). The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for reimburse any settlement made without their consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of liability or expense incurred by the Company, Holdings and the Guarantors under this Section 7.07 shall survive the resignation or removal of Trustee through the Trustee's own willful misconduct, the satisfaction and discharge and the termination of this Indenturenegligence or bad faith. To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. Such Lien The Trustee's right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or indebtedness of the Company. The Company's payment obligations pursuant to this Section shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Section 6.01(f6.1(7) or (g) hereof occurs8) with respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties Company and the Trustee shall agree from time to timetime agree in writing. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out- of-pocket expenses incurred Incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s 's agents and counsel. The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, or in connection with, the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall be determined to have been caused (including reasonable attorneys' fees) incurred by it in connection with the administration of this trust and the performance of its own negligence or willful misconductduties hereunder. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The defense of the claim; PROVIDED that the Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counselcounsel if the actual or potential defendants in, or the targets of, any such claim include both the Trustee and the Company and the Trustee shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the Company. The CompanyTrustee will not, Holdings and without the Guarantors need not pay for any settlement made without their consent, which prior written consent shall not be unreasonably withheld. The obligations of the Company, Holdings and settle or compromise or consent to the Guarantors under this Section 7.07 shall survive entry of any judgment with respect to any claim in respect of which indemnification may be sought hereunder. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred by the resignation or removal of Trustee through the Trustee's own wilful misconduct, the satisfaction and discharge and the termination of this Indenturenegligence or bad faith. To secure the Company’s, Holdings’ and the Guarantors’ 's payment obligations in this SectionSection 7.7, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee other than money or property held in trust to pay principal of, premium, if any, and interest on particular Notes. Such Lien The Company's payment obligations pursuant to this Section 7.7 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to When the Trustee under any Incurs expenses after the occurrence of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of a Default specified in Section 6.01(f6.1(6) or (g7) hereof occurswith respect to the Company, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (a) The Company, Holdings and the Guarantors shall, jointly and severally, Company will pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timehereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors shall Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The CompanyTrustee may earn compensation in the form of short-term interest on items like uncashed distribution checks (from the date issued until the date cashed), Holdings funds that the Trustee is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments. (b) The Company and the Guarantors, jointly and severally, shall Guarantors will indemnify the Trustee against any and all losses, claims, damages, liabilities or expenses (including reasonable attorneys’ external counsel fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company, Holdings Company and the Guarantors (including this Section 7.077.01) and defending itself against any claim (whether asserted by the Company, Holdings and the Guarantors or Guarantors, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense shall may be determined attributable to have been caused by its own negligence gross negligence, bad faith or willful misconduct. The Trustee shall will notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall will not relieve the Company or any of its the Guarantors of their obligations hereunder. The Company shall or such Guarantor will defend the claim, claim and the Trustee shall will cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall will pay the reasonable fees and expenses of such counsel. The Company, Holdings and Neither the Guarantors Company nor any Guarantor need not pay for any settlement made without their its consent, which consent shall will not be unreasonably withheld. . (c) The obligations of the Company, Holdings Company and the Guarantors under this Section 7.07 shall 7.01 will survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. . (d) To secure the Company’s, Holdings’ ’s and the Guarantors’ payment obligations in this SectionSection 7.01, the Trustee shall will have a Lien prior to the Notes of a Series on all money or property held or collected by the Trustee, except that held in trust to pay principal and of, premium, if any, or interest on on, particular NotesNotes of such Series. Such Lien shall will survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(fclause (6) or (g7) of Section 6.01(a) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “. (f) The Company’s and Guarantors’ obligations under this Section 7.01 shall survive the resignation or removal of the Trustee” for purposes , any termination of this Section shall include Supplemental Indenture, including any predecessor Trustee termination or rejection of this Supplemental Indenture in any insolvency or similar proceeding and the Trustee in each repayment of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that all the negligence, willful misconduct or bad faith Notes of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicablea Series.

Compensation and Indemnity. (a) The Company, Holdings and the Guarantors shall, jointly and severally, Company shall pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for its acceptance of this Indenture and services hereunder as the parties shall agree from time to timehereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company, Holdings and the Guarantors Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. . (b) The Company, Holdings and the Guarantors, jointly and severally, Company shall indemnify each of the Trustee and any predecessor Trustee against any and all losses, claimsliabilities, damages, liabilities claims or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of, of or in connection with, with the acceptance or administration of its duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company, Holdings and the Guarantors Company (including this Section 7.07) and defending itself against any claim (whether asserted by either of the Company, Holdings and the Guarantors Company or any Guarantor or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability liability, damage, claim or expense shall may be determined attributable to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company, Holdings and the Guarantors Company promptly of any claim of which a Responsible Offer has received notice for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim, claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company, Holdings and the Guarantors Company need not pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. . (c) The obligations of the Company, Holdings and the Guarantors Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and resignation or of removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. . (d) To secure the Company’s, Holdings’ and the Guarantors’ ’s payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture. In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when . (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f6.01(a)(viii) or and (gix) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. “Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. . (f) The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.