Common use of Compensation and Indemnity Clause in Contracts

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (x) or (xi) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company willagrees to: (a) pay the Collateral Agent, the Custodial Agent and the Securities Intermediary from time to time, pay the Trustee and the Note Agents reasonable time such compensation for its acceptance of this Indenture and services under this Indenture, as separately shall be agreed by in writing between the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s servicesCollateral Agent, the Company will reimburse Custodial Agent or the Trustee promptly upon request Securities Intermediary, as the case may be, for all reasonable disbursements, advances and expenses incurred or made services rendered by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.them hereunder; (Bb) The Company will indemnify and hold harmless the Trustee (in Collateral Agent, the Custodial Agent, the Securities Intermediary and each of its capacities under this Indenture) and its their respective directors, officers, agents and employees (collectively, the “Pledge Indemnitees”), from and agents, in their capacities as such, against any and all lossesclaims, liabilities liabilities, and expenses (including reasonable fees and out of pocket expenses of outside counsel) (collectively, “Losses” and individually, a “Loss”) that may be imposed on, incurred by, or expenses asserted against, the Pledge Indemnitees or any of them for following any instructions or other directions upon which any of the Collateral Agent, the Custodial Agent or the Securities Intermediary is entitled to rely pursuant to the terms of this Agreement, provided that the Collateral Agent, the Custodial Agent or the Securities Intermediary has not acted with gross negligence or engaged in willful misconduct with respect to the specific Loss against which indemnification is sought; and (c) in addition to and not in limitation of paragraph (b) of this Section 15.08, indemnify and hold the Pledge Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by it or asserted against, the Pledge Indemnitees or any of them in connection with or arising out of the Collateral Agent’s, the Custodial Agent’s or in connection with the Securities Intermediary’s acceptance or administration performance of its powers and duties under this IndentureAgreement, provided the Collateral Agent, the Custodial Agent or the Securities Intermediary has not acted with gross negligence or engaged in willful misconduct with respect to the specific Loss against which indemnification is sought, including the Pledge Indemnitee’s reasonable out-of-pocket costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself themselves against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its the Collateral Agent’s, the Custodial Agent’s or Securities Intermediary’s powers or duties under hereunder or thereunder or of enforcing the provisions of this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionSection 15.08 and Section 15.14. The Trustee will promptly notify the Company provisions of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, 15.08 and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will 15.14 shall survive the resignation or removal of the Trustee Collateral Agent, the Custodial Agent or the Securities Intermediary and the discharge termination of this IndentureAgreement. (D) To secure the Company’s payment obligations in this Section 11.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (x) or (xi) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company willagrees: (a) to pay each of the Collateral Agent, the Custodial Agent and the Securities Intermediary from time to time such compensation as shall be agreed in writing (from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by ) between the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s servicesCollateral Agent, the Company will reimburse Custodial Agent or the Trustee promptly upon request Securities Intermediary, as the case may be, for all reasonable disbursements, advances and expenses incurred or made services rendered by it under this Indenture, including the reasonable compensation, disbursements and expenses each of the Trustee’s agents and counsel.them hereunder; and (Bb) The Company will to indemnify the Trustee (in Collateral Agent, the Custodial Agent and the Securities Intermediary and each of its capacities under this Indenture) and its their respective directors, officers, agents and employees for, and agentsto hold each of them harmless from and against, in their capacities as suchany loss, against all claims (whether asserted by the Company, a Holder or any other Person) and all lossesliabilities and reasonable out‑of‑pocket expense incurred without negligence, liabilities willful misconduct or expenses incurred by it bad faith on its part, arising out of or in connection with the acceptance or administration of its powers and duties under this IndentureAgreement, including the reasonable out‑of‑pocket costs and expenses of enforcing this Indenture against the Company (including this Section 11.06reasonable fees and expenses of counsel) and of defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its such powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionand duties. The Trustee will Collateral Agent, the Custodial Agent and the Securities Intermediary shall each promptly notify the Company of any third party claim for which it may seek indemnity, but the Trustee’s failure give rise to so notify indemnity hereunder and give the Company will not relieve the Company opportunity to participate in the defense of its obligations under this Section 11.06(B), except such claim with counsel reasonably satisfactory to the extent the Company is materially prejudiced by such failure. The Company will defend such claimindemnified party, and no such claim shall be settled without the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to written consent of the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will shall not be unreasonably withheld. (C) The obligations . Without prejudice to its rights hereunder, when any of the Company under this Section 11.06 will survive the resignation Collateral Agent, Custodial Agent or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee Securities Intermediary incurs expenses after a Termination Event occurs, or renders services after an a Termination Event of Default pursuant to clause (x) or (xi) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under the Bankruptcy Code or any Bankruptcy Lawapplicable state bankruptcy, insolvency or other similar law.

Compensation and Indemnity. (Aa) The Company will, Owner Trustee shall pay to the Indenture Trustee from time to time, pay the Trustee and the Note Agents time (i) reasonable compensation for its acceptance of this Indenture and services under this Indentureservices, as separately agreed by the Company and the Trustee. The Trustee’s which compensation will shall not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request (ii) reimbursement for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it the Indenture Trustee in connection with the performance of its duties under this Indenture, Agreement (including the reasonable compensation, disbursements compensation and expenses of the Indenture Trustee’s agents 's counsel and counsel. any agent appointed in accordance with Section 9.02(c)), and (Biii) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, indemnification against any and all losses, liabilities loss or expenses liability incurred by it arising out of or in connection with the its acceptance or administration of its duties under this Indenture, including the costs and trust or trusts hereunder except (A) as such expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) loss or liability in connection with might result from the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its gross negligence or willful misconductmisconduct of the Indenture Trustee or the inaccuracy of any representation or warranty of the Indenture Trustee in its individual capacity in Section 8 of the Participation Agreement or failure by the Indenture Trustee to perform its payment and investment obligations hereunder, (B) as determined otherwise provided in Section 9.10 and (C) as otherwise excluded by the terms of Sections 7(b) and 7(c) of the Participation Agreement from the Company's indemnities under said Sections; provided, that the Indenture Trustee shall not make any claim under this Section 9.06(a) for any claim or expense indemnified against by the Company under the Participation Agreement without first making demand on, and pursuing such demand on a final decision reasonable basis for a reasonable length of a court time, the Company for payment of competent jurisdictionsuch claim or expense. The Indenture Trustee will promptly shall notify the Owner Trustee and the Company promptly of any claim for which it may seek indemnity, but the Trustee’s failure is entitled to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except be indemnified hereunder. Subject to the extent conditions and procedures equivalent to those set forth in Sections 7(b) and 7(c) of the Company is materially prejudiced by such failureParticipation Agreement, the Owner Trustee shall defend the claim and the Indenture Trustee shall cooperate in the defense. The Company will defend such claim, Indenture Trustee may have separate counsel and the Owner Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will shall pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists)counsel. The Company Owner Trustee need not pay for any settlement of any such claim made without its and the Company's consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (Db) To secure the Company’s payment obligations in of the Owner Trustee pursuant to this Section 11.069.06, the Indenture Trustee will shall have a lien prior to that of the Notes Holders of the Certificates on all money or property constituting a part of the Indenture Estate held or collected by the Indenture Trustee, except that held in trust to pay the principal of, or and interest on, particular Notes, which lien will survive the discharge of this IndentureCertificates. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (x) or (xi) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of if its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, (as determined by a final decision of a court of competent jurisdiction) to its negligence or willful misconduct. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 the Accreted Principal Amount of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenturecapacities) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence negligence, bad faith or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, shall pay to the Trustee from time to time, pay the Trustee and the Note Agents time reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trusteehereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred Incurred or made by it under this Indenture, in addition to the compensation for its services (including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) ), except any such disbursement, advance or expense as may be attributable to its negligence, wilful misconduct or bad faith. The Company will shall indemnify the Trustee (in each of its capacities under this Indenturecapacity as Trustee) and or any predecessor Trustee (in its directors, officers, employees and agents, in their capacities capacity as such, Trustee) against any and all losses, claims, damages, penalties, fines, liabilities or expenses, including incidental and out-of-pocket expenses incurred and reasonable attorneys fees (for purposes of this Article 7, “losses”) 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 (including this Section 11.067.06) and defending itself against any claim (whether asserted by the Company, Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenturehereunder, except to the extent any such loss, liability or expense is losses may be attributable to its negligence negligence, wilful misconduct or willful misconduct, as determined by a final decision of a court of competent jurisdictionbad faith. The Trustee will promptly shall notify the Company promptly of any claim for which it may seek indemnity, but . Failure by the Trustee’s failure Trustee to so notify the Company will shall not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failurehereunder. The Company will shall defend such the claim, and the Trustee will shall cooperate in such the defense. If The Trustee may have separate counsel if the Trustee is has been reasonably advised by counsel that it there may have be one or more legal defenses available to it that are in conflict with the defenses different from or additional to those available to the Company, or that there Company and in the reasonable judgment of such counsel it is an actual or potential conflict of interest, then advisable for the Trustee may retain to engage separate counsel, and the Company will shall pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists)counsel. The Company need not pay for any settlement of any such claim made without its consent, which consent will shall not be unreasonably withheld. (C) . The Company need not reimburse any expense or indemnify against any loss Incurred by the Trustee through the Trustee’s own negligence, wilful misconduct or bad faith. The obligations of the Company under this Section 11.06 will 7.06 shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and payment in full of the discharge of this Indenture. (D) Notes. To secure the Company’s payment obligations in this Section 11.06Section, the Trustee will shall 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 ofprincipal, or premium, if any, and interest on, on particular Notes, which lien will . Such Lien shall survive the satisfaction and discharge of this Indenture. (E) If . When the Trustee incurs Incurs expenses or renders services after an Event of Default pursuant to clause specified in Section 6.01(ix) or (x) or (xi) of Section 7.01(A) hereof occurs, then such the expenses and the compensation for such the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (Aa) The Company will, will pay to the Trustee from time to time, pay the Trustee and the Note Agents time reasonable compensation for its acceptance of this Supplemental Indenture and services under this Indenture, as separately agreed by the Company and the Trusteehereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the The 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 under this Indenture, including in addition to the compensation for its services. Such expenses will include the reasonable and actual out-of-pocket compensation, disbursements and expenses of the Trustee’s agents and outside counsel. (Bb) The Company and the Guarantors will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, including the reasonable and actual out-of-pocket costs and expenses of enforcing this Supplemental Indenture against the Company and the Guarantors (including this Section 11.067.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenturehereunder, except to the extent any such loss, liability or expense is may be attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionbad faith. The Trustee will promptly notify the Company promptly of any claim for which it may seek indemnity; provided, but that the Trustee’s failure by the Trustee to so notify the Company will deliver such notice shall not relieve the Company of its obligations under this Section 11.06(B), hereunder except to the extent the Company is it has been materially prejudiced by such failurefailure or such failure results in the forfeiture of substantive rights and defenses. The Company or such Guarantor will defend such claim, the claim and the Trustee will cooperate in such the defense. If the The Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain one separate counsel, counsel and the Company will pay the reasonable fees and expenses of such counsel (including counsel. Neither the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company nor any Guarantor need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (Cc) The obligations of the Company and the Guarantors under this Section 11.06 7.07 will survive the resignation or removal of the Trustee satisfaction and the discharge of this Supplemental Indenture. (Dd) To secure the Company’s and the Guarantors’ payment obligations in this Section 11.067.07, the Trustee 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 of, or and interest on, on particular Notes, which lien . Such Lien will survive the satisfaction or discharge of this Supplemental Indenture. (Ee) If When the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xspecified in Section 6.01(8) or (xi9) of Section 7.01(A) hereof occurs, then such the expenses and the compensation for such 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 Trustee will comply with the provisions of TIA § 77mmm(b)(2) to the extent applicable.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture and the Notes as separately agreed by the Company and the TrusteeTrustee shall from time to time agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenturecapacities) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its gross negligence or willful misconduct, misconduct as determined by a final decision non-appealable order of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture and the Notes as separately agreed by the Company and the TrusteeTrustee shall from time to time agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenturecapacities) and its directors, officers, employees and agents, in their capacities as such, and hold them harmless against any and all losses, liabilities or claims, liabilities, costs, damages and expenses (including attorneys’ fees) 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its gross negligence or willful misconduct, misconduct as determined by a final decision non-appealable order of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the The Trustee may retain separate counsel, and the Company will pay the reasonable fees fees, expenses and expenses court costs of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists)counsel. The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee will have a lien claim prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, or interest on, particular Notes, which lien claim will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees fees, expenses and expenses court costs of its agents and counsel) are intended to constitute administrative expenses for purposes of administration priority under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture and the Notes as separately agreed by the Company and the TrusteeTrustee shall from time to time agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, agents against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its negligence or willful misconduct, misconduct as determined by a final decision non-appealable order of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the The Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists)counsel. The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, shall pay to the Collateral Agent from time to time, pay time compensation as shall be agreed to in writing by the Trustee Company and the Note Agents reasonable compensation Collateral Agent for its acceptance of this Indenture Indenture, the Security Documents and services under this Indenture, as separately agreed by the Company and the Trusteehereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will shall reimburse the Trustee Collateral Agent promptly upon request for all reasonable disbursements, advances and reasonable and documented out-of-pocket expenses incurred or made by it in connection with Collateral Agent’s duties under this IndentureIndenture and the Security Documents, including the reasonable compensation, disbursements and expenses of the TrusteeCollateral Agent’s agents and counsel, except any disbursement, advance or expense as may be attributable to the Collateral Agent’s willful misconduct or gross negligence. (B) The Company will and the Guarantors shall, jointly and severally, indemnify the Trustee (in Collateral Agent and any predecessor Collateral Agent and each of its capacities under this Indenture) and its directors, officers, employees and their agents, in their capacities as suchemployees, against officers and directors for, and hold them harmless against, any and all losses, liabilities liabilities, claims, damages or expenses (including the fees and expenses of counsel to the Collateral Agent and any environmental liabilities) incurred by it arising out of or in connection with the acceptance or administration of its duties under this IndentureIndenture and the Security Documents, including including, without limitation (i) any claim relating to the grant to the Collateral Agent of any Lien in any property or assets of the Company or the Guarantors and (ii) the costs and expenses of enforcing this Indenture and the Security Documents against the Company and the Guarantors (including this Section 11.0612.11) and defending itself against or investigating any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenturehereunder or thereunder, except to the extent any such loss, liability liability, claim, damage or expense is attributable to its negligence or willful misconduct, as shall have been determined by a final decision of a court of competent jurisdictionjurisdiction to have been attributable to its willful misconduct or gross negligence. The Trustee will promptly Collateral Agent shall notify the Company promptly of any claim for which it may seek indemnity, but . Failure by the Trustee’s failure Collateral Agent to so notify the Company will shall not relieve the Company or the Guarantors of its their obligations under this Section 11.06(B)hereunder, except to the extent the Company is or the Guarantors are materially prejudiced by such failurethereby. The At the Collateral Agent’s sole discretion, the Company will and the Guarantors shall defend such claimany claim or threatened claim asserted against the Collateral Agent, with counsel reasonably satisfactory to the Collateral Agent, and the Trustee will Collateral Agent shall cooperate in such defensethe defense at the Company’s and the Guarantors’ expense. If the Trustee is advised by counsel that it The Collateral Agent may have defenses available to it that are one separate U.S. counsel (and one separate foreign counsel in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, each applicable non-U.S. jurisdiction) and the Company will and the Guarantors shall pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists)counsel. The Company and the Guarantors need not pay for any settlement of any such claim made without its their consent, which consent will shall not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal Collateral Agent shall be entitled to all rights, privileges, immunities and protections of the Trustee set forth in this Indenture whether or not expressly stated therein, including but not limited to the right to be compensated, reimbursed and indemnified under Section 11.06, in the discharge acceptance, execution, delivery and performance of the Security Documents as though fully set forth therein. Notwithstanding any provision to the contrary contained elsewhere in this IndentureIndenture or the Security Documents, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in this Indenture or the Security Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (D) To secure The obligations of the Company’s payment obligations in Company and the Guarantors under this Section 11.06, the Trustee 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 of, or interest on, particular Notes, which lien will 12.11 shall survive the satisfaction and discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (x) or (xi) of Section 7.01(A) occurs, then such expenses Indenture and the compensation for such services (including resignation, removal or replacement of the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy LawCollateral Agent.

Compensation and Indemnity. (A) The Company will, agrees: (a) to pay to the Trustee from time to time, pay the Trustee and the Note Agents reasonable time such compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation will shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. In addition ); (b) to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by it under the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensationcompensation and the expenses, advances and disbursements of its agents and expenses counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to indemnify the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any loss, damage, claim, liability, cost or expense (including attorneys’ fees and expenses, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee’s agents and counsel. (B)) The Company will indemnify the Trustee (in each of incurred without negligence or bad faith on its capacities under this Indenture) and its directorspart, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, Company or any Holder or any other Personperson) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionhereunder. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.068.07, the Trustee will 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 the principal of, or of and interest on, on particular Notes, which lien will Securities. The Company’s payment obligations pursuant to this Section 8.07 shall survive the discharge of this Indenture. (E) If Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default pursuant to clause (xspecified in Section 7.01(v) or (xi) of Section 7.01(A) occursvi), then such expenses and the compensation for such services (expenses, including the fees reasonable charges and expenses of its agents and counsel) , are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy, insolvency or similar law now or hereinafter in effect.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents (acting in any capacity hereunder) reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company and the Guarantors, jointly and severally, will indemnify and hold harmless the Trustee (acting in each of its capacities under this Indentureany capacity hereunder) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses (including attorneys’ fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties as the Trustee under this Indenture, including the costs and expenses of enforcing this Indenture (including attorneys’ fees and expenses) against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its gross negligence or willful misconduct, misconduct as determined by a final decision of a court of competent jurisdictionjurisdiction in a final and non-appealable decision. The Trustee will promptly notify the Company of any claim for which it may seek indemnityindemnity (other than any claim brought by the Company), but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defensedefense at the expense of the Company. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. The indemnification provided in this Section 11.06 will extend to the officers, directors, agents and employees of the Trustee and any successor Trustee under this Indenture. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.06, the Trustee will have a lien prior to the Notes on all money or property held or collected by the TrusteeTrustee or the Collateral Agent, except that held in trust to pay principal (including the Accreted Principal Amount) of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee or the Collateral Agent incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such 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.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents (acting in any capacity hereunder) reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture as separately agreed by the Company and the TrusteeTrustee shall from time to time agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify and hold harmless the Trustee (acting in each of its capacities under this Indentureany capacity hereunder) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses (including, without limitation, 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 (including, without limitation, attorneys’ fees and expenses) against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its gross negligence or willful misconduct, misconduct as determined by a final decision of a court of competent jurisdictionjurisdiction in a final and non-appealable decision. The Trustee will promptly notify the Company of any claim for which it may seek indemnityindemnity (other than any claim brought by the Company), but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defensedefense at the expense of the Company. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. The indemnification provided in this Section 11.06 will extend to the officers, directors, agents and employees of the Trustee and any successor Trustee under this Indenture. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xi) of Section 7.01(A) occurs, then such expenses and the compensation for such 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.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or and administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its gross negligence or willful misconduct, misconduct as determined by a final decision non-appealable judgment of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the satisfaction or discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xSection 7.01(A)(xi) or (xi) of Section 7.01(A7.01(A)(xii) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence negligence, bad faith or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest interest, if any, on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (Aa) The Company willwill pay to the Trustee, Noteholder Collateral Agent, Paying Agent and Registrar (each, an “Indemnified Party”) from time to time, pay the Trustee and the Note Agents time reasonable compensation for its acceptance of this Indenture Indenture, the Collateral Agreements and services under this Indenture, as separately agreed by hereunder and thereunder; provided that the Company and the Trusteecompensation set forth in any written fee agreement executed in connection herewith shall be deemed reasonable. The Trustee’s compensation will not be limited by any law on compensation of a trustee Trustee of an express trust. In addition to the compensation for the Trustee’s services, the The Company will reimburse the Trustee each Indemnified Party promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the TrusteeIndemnified Party’s agents agents, advisors and counsel. (Bb) The Company and the Guarantors will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, Indemnified Party against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this IndentureIndenture or the Collateral Agreements, including the costs and expenses (including reasonable fees and expenses of its counsel) of enforcing this Indenture against the Company and the Guarantors (including this Section 11.06Section) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenturehereunder, except to the extent any such loss, liability or expense is may be attributable to its negligence or willful misconduct, bad faith as determined by a final decision of a court of competent jurisdiction. The Trustee Indemnified Party will promptly notify the Company promptly of any claim for which it may seek indemnity, but . Failure by the Trustee’s failure Indemnified Party to so notify the Company will not relieve the Company or any of its the Guarantors of their obligations hereunder or under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failureCollateral Agreements. The Company or such Guarantor will defend such claim, the claim and the Trustee Indemnified Party will cooperate in such the defense. If the Trustee is advised by counsel that it Each Indemnified Party may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, counsel and the Company will pay the reasonable fees and expenses of such counsel if (including i) the reasonable fees and expenses of Company shall have failed to assume the defense thereof or employed counsel reasonably satisfactory to the Trustee, or (ii) the Trustee incurred has been advised by such counsel that there may be one or more defenses available to it that are different from or in evaluating whether such a conflict exists)addition to those available to the Company. The Company Neither the Company, any Guarantor nor any Indemnified Party need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (Cc) The obligations of the Company and the Guarantors under this Section 11.06 will survive the satisfaction and discharge of this Indenture and the termination of the Collateral Agreements or the earlier resignation or removal of the Trustee and the discharge of this Indenturesuch Indemnified Party. (Dd) To secure the Company’s and the Guarantors’ payment obligations in this Section 11.06Section, the Trustee each Indemnified Party will have a lien Lien prior to the Notes on all money money, Collateral or property held or collected by the Trustee, except in its capacity as Trustee, or the Noteholder Collateral Agent in its capacity as Noteholder Collateral Agent, except, in the case of the Trustee, that held in trust to pay principal ofprincipal, or premium (including the Applicable Premium), if any, and interest on, on particular Notes, which lien Notes pursuant to Article 8 hereof. Such Lien will survive the satisfaction and discharge of this IndentureIndenture or the earlier resignation or removal of such Indemnified Party. (Ee) If the Trustee When an Indemnified Party incurs expenses or renders services after an Event of Default pursuant to clause (xspecified in Section 6.01(11) or (xi12) (“Events of Section 7.01(ADefault”) hereof occurs, then such the expenses and the compensation for such the services (including the fees and expenses of its agents agents, advisors and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence negligence, bad faith or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (Aa) The Company will, shall pay to the Trustee and Agents from time to time, pay the Trustee and the Note Agents reasonable time such compensation for its acceptance of this Indenture and their services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s hereunder (which compensation will shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust) as shall be agreed upon in writing. In addition to the compensation for the Trustee’s services, the The Company will shall reimburse the Trustee promptly and Agents upon written request for all reasonable disbursements, expenses and advances and expenses incurred or made by it them in connection with the Trustee’s duties under this Indenture, including the compensation and reasonable compensation, disbursements and expenses of the Trustee’s agents and external counsel, except any such expense, disbursement or advance as may be attributable to its willful misconduct, bad faith or negligence. (Bb) The Company will shall fully indemnify each of the Trustee and its officers, agents and employees and any predecessor Trustee (in each, an “Indemnified Party”, and, collectively, the “Indemnified Parties”) for, and hold each of its capacities under this Indenture) and its directorsthem harmless against, officers, employees and agents, in their capacities as such, against any and all lossesloss, liabilities damage, claim, liability or expense, including, without limitation, reasonable and documented attorneys’ fees and expenses incurred by it arising out each of or them in connection with the acceptance or administration performance of its duties under this Indenture, including the reasonable and documented costs and expenses of enforcing this Indenture against the Company or any Guarantor (including this Section 11.066.06) and defending itself against any claim (whether asserted by the Company, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenturehereunder (including, except to the extent any such losswithout limitation, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionsettlement costs). The Trustee will promptly shall notify the Company in writing promptly of any claim of which a Responsible Officer of the Trustee has received written notice at its Corporate Trust Office asserted against an Indemnified Party for which it such Indemnified Party may seek indemnity, but ; provided that the Trustee’s failure by the Trustee to so notify the Company will shall not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists)hereunder. The Company need not pay for any settlement of any such claim made without its consent, which consent will shall not be unreasonably withheld. Any settlement which affects an Indemnified Party may not be entered into without the consent of such Indemnified Party, unless such indemnified party 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 such Indemnified Party. Any Indemnified Party may have separate counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Company and the Indemnified Party shall have mutually agreed in writing to the retention of such counsel, (ii) the named parties to any such proceeding include both the Company and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual differing interests between or among them, or (iii) the Company fails to retain counsel reasonably satisfactory to the Indemnified Party, in which case the Company shall pay the reasonable and documented fees and expenses of such counsel. (Cc) The Notwithstanding the foregoing, the Company need not reimburse the Trustee for any expense or indemnify it against any loss or liability to have been incurred by the Trustee through its own willful misconduct, bad faith or negligence. (d) To secure the payment obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.066.06, the Trustee will shall have a lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee and such money or property held in trust to pay principal of, or of and interest on, on particular Notes, which lien will survive the discharge of this Indenture. (Ee) If The obligations of the Company under this Section 6.06 to compensate and indemnify the Trustee, Agents and each predecessor Trustee and to pay or reimburse the Trustee, Agents and each predecessor Trustee for expenses, disbursements and advances shall be the liability of the Company and the lien provided for under this Section 6.06 and shall survive the resignation or removal of the Trustee and the satisfaction, discharge or other termination of this Indenture for any reason, including any termination or rejection hereof under any Bankruptcy Law. (f) In addition to, but without prejudice to its other rights under this Indenture, when the Trustee incurs expenses or renders services after an Event of Default pursuant to clause specified in Section 5.01(g), (xh) or (xi) of Section 7.01(Ai) occurs, then such the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (g) For purposes of this Section 6.06, the term “Trustee” shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights or any other Trustee hereunder.

Compensation and Indemnity. (A) The Company will, agrees: (a) to pay to the Trustee from time to time, pay and the Trustee and the Note Agents reasonable shall be entitled to, such compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation will shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. In addition ); (b) to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by it under the Trustee in accordance with any provision of this Indenture, Indenture or any documents executed in connection herewith (including the reasonable compensationcompensation and the expenses, advances and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, bad faith or willful misconduct; and (c) to indemnify the Trustee or any predecessor Trustee and their agents, officers, directors and employees for, and to hold them harmless against, any loss, damage, claim, liability, cost or expense (including attorneys' fees and expenses and taxes (other than taxes based upon, measured by or determined by the income of the Trustee’s agents and counsel. (B)) The Company will indemnify the Trustee (in each of incurred without negligence, misconduct or bad faith on its capacities under this Indenture) and its directorspart, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionhereunder. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s 's payment obligations in this Section 11.067.07, the Trustee will 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 ofinterest installments (including contingent interest, if any), Liquidated Damages, if any, the Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest oninterest, if any, due on overdue amounts, as the case may be, in respect of any particular Notes, which lien will Securities. The Company's payment obligations pursuant to this Section 7.07 shall survive the discharge of this Indenture. (E) If Indenture or the earlier termination or resignation of the Trustee. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default pursuant to clause (xspecified in Section 6.01(e) or (xi) of Section 7.01(A) occurs6.01(f), then such expenses and the compensation for such services (expenses, including the fees reasonable charges and expenses of its agents and counsel) , are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture as separately agreed to by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, (as determined by a final decision of a court of competent jurisdiction) to its negligence or willful misconduct. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest interest, if any, on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents Collateral Agent, as applicable, reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company Company, the Trustee and the TrusteeCollateral Agent and services under this Indenture and Collateral Documents. The Trustee’s and Collateral Agent’s compensation will not be limited by any law on compensation of a trustee or collateral agent of an express trust. In addition to the compensation for the Trustee’s or Collateral Agent’s services, the Company will reimburse the Trustee Trustee, the Collateral Agent and the Deerfield Holders, as applicable, promptly upon request for all reasonable and documented disbursements, advances and out-of-pocket expenses incurred or made by it them under this IndentureIndenture or Note Documents (including, for the avoidance of doubt (i) all reasonable and documented expenses incurred in connection with the protection, sale or collection of, or other realization upon, any of the Collateral, including all reasonable and documented out of pocket expenses of taking, collecting, holding, sorting, handling, preparing for sale, selling, or the like, and other such expenses of sales and collections of Collateral, and (ii) all reasonable and documented out-of-pocket title, appraisal, survey, audit, environmental inspection, consulting, search, recording, filing and similar costs, fees and expenses incurred or sustained by the Collateral Agent or any of its Affiliates in connection with the Security Agreement or the Collateral), including the reasonable compensation, disbursements and expenses of the Trustee’s their agents and counsel. (B) The Company will indemnify the Trustee and Collateral Agent (in each of its capacities under this Indenturecapacities) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee or Collateral Agent, as applicable, will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s or Collateral Agent’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee and Collateral Agent will cooperate in such defense, as applicable. If the Trustee or Collateral Agent is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee and/or Collateral Agent may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee and/or Collateral Agent incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee and Collateral Agent will have a lien prior to the Notes on all money or property held or collected by the TrusteeTrustee or Collateral Agent, as applicable, except that held in trust to pay principal of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee or Collateral Agent incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture as separately agreed to by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, (as determined by a final decision of a court of competent jurisdiction) to its negligence or willful misconduct. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this IndentureIndenture or the Notes) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, the Note Agents against any and all losses, liabilities or expenses incurred by it them 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its gross negligence or willful misconduct, as determined by a final decision final, nonappealable order of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, (as determined by a final decision of a court of competent jurisdiction) to its negligence or willful misconduct. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenturecapacities) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence negligence, bad faith or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, agrees to: (a) pay to the Trustee from time to time, pay the Trustee and the Note Agents reasonable time such compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation will shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will ); (b) reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by it under the Trustee in accordance with any provision of this Indenture, Indenture (including the compensation and the reasonable compensationexpenses, advances and disbursements of its agents and expenses counsel), except any such expense, disbursement or advance as may be attributable to its own negligence or willful misconduct; and (c) fully indemnify the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claim, liability, cost or expense (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) incurred without the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directorsnegligent action, officersnegligent failure to act or willful misconduct, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, 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, or in connection with enforcing the provisions of this Section 9.7. With regard to its indemnification rights under this IndentureSection 9.7(c) where the Company has assumed the defense in any action or proceeding, except the Trustee shall have the right to the extent employ separate counsel in any such loss, liability action or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify proceeding and participate in the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, investigation and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counseldefense thereof, and the Company will shall pay the reasonable fees and expenses of such separate counsel; provided, however, that the Trustee may only employ separate counsel at the expense of the Company if in the judgment of the Trustee (including the reasonable fees and expenses i) a conflict of counsel interest exists by reason of common representation or (ii) there are legal defenses available to the Trustee incurred that are different from or are in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of addition to those available to the Company under this Section 11.06 will survive or if all parties commonly represented do not agree as to the resignation action (or removal inaction) of the Trustee and the discharge of this Indenture. (D) counsel. To secure the Company’s payment obligations in this Section 11.069.7, the Trustee will 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 the principal ofamount, Redemption Price, Purchase Price, Fundamental Change Purchase Price or interest onand Additional Interest, if any, as the case may be, on particular Notes, which lien will Securities. The Company’s payment obligations pursuant to this Section 9.7 shall survive the discharge of this Indenture. (E) If Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default pursuant to clause (xspecified in Section 8.1(j) or (xi) of Section 7.01(A) occurs8.1(k), then such the expenses and the compensation for such services (including the fees reasonable charges and expenses of its agents and counsel) , are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (Aa) The Company will, from time will pay to time, pay the Trustee and the Note Agents from time to time reasonable compensation for its acceptance of this Indenture and services under this Indenturehereunder, as separately agreed by the Company and the Trusteein writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the The Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and actual out-of-pocket disbursements and expenses incurred or made by it under this Indenture, including in addition to the compensation for its services as so agreed. Such expenses will include the reasonable compensation, and actual out-of-pocket disbursements and expenses of the Trustee’s agents and outside counsel. (Bb) The Company and the Guarantors will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, the Agents against any and all losses, liabilities or expenses incurred by it arising out of or in connection 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 and the Guarantors (including this Section 11.067.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenturehereunder, except to the extent any such loss, liability or expense is may be attributable to its negligence gross negligence, willful misconduct or willful misconduct, as determined by a final decision of a court of competent jurisdictionbad faith. The Trustee will promptly notify the Company promptly of any claim for which it may seek indemnity, but ; provided that the Trustee’s failure by the Trustee to so notify the Company will deliver such notice shall not relieve the Company of its obligations under this Section 11.06(B), hereunder except to the extent the Company is it has been materially prejudiced by such failurefailure or such failure results in the forfeiture of substantive rights and defenses. The Company or such Guarantor will defend such claim, the claim and the Trustee will cooperate in such the defense. If the The Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain one separate counsel, counsel and the Company will pay the reasonable fees and expenses of such counsel (including counsel. Neither the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company nor any Guarantor need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (Cc) The obligations of the Company and the Guarantors under this Section 11.06 7.07 will survive the satisfaction and discharge of this Indenture as to any Series of Notes or the removal or resignation or removal of the Trustee and the discharge of this Indentureor any Agent. (Dd) To secure the Company’s and the Guarantors’ payment obligations in this Section 11.067.07, the Trustee will have a lien Lien prior to the Notes of any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal of, or and interest on, on particular Notes, which lien Notes of that Series. Such Lien will survive the satisfaction or discharge of this IndentureIndenture as to any Series of Notes. (Ee) If When the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xspecified in Section 6.01(8) or (xi9) of Section 7.01(A) hereof occurs, then such the expenses and the compensation for such 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 Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this the Indenture and services under this Indenture, the Indenture as separately agreed to by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this the Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this the Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this the Indenture, including the costs and expenses of enforcing this the Indenture against the Company (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this the Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, (as determined by a final decision of a court of competent jurisdiction) to its negligence or willful misconduct. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this the Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien ▇▇▇▇ will survive the discharge of this the Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, (as determined by a final decision of a court of competent jurisdiction) to its negligence or willful misconduct. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (x) or (xi) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for any taxes, all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable determined by a court of competent jurisdiction to have been caused by its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this IndentureIndenture or resignation or removal of the Trustee. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, agrees: (a) to pay to the Trustee from time to time, pay and the Trustee and the Note Agents reasonable shall be entitled to, such compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation will shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. In addition ); (b) to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by it under the Trustee in accordance with any provision of this Indenture, Indenture or any documents executed in connection herewith (including the reasonable compensationcompensation and the expenses, advances and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to indemnify the Trustee or any predecessor Trustee and their respective agents, officers, directors and employees for, and to hold them harmless against, any loss, damage, claim, liability, cost or expense (including attorneys' fees and expenses and taxes (other than taxes based upon, measured by or determined by the income of the Trustee’s agents and counsel. (B)) The Company will indemnify the Trustee (in each of incurred without negligence or bad faith on its capacities under this Indenture) and its directorspart, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionhereunder. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s 's payment obligations in this Section 11.067.07, the Trustee will 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 interest installments (including Contingent Interest and Liquidated Damages, if any), the principal ofamount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest oninterest, if any, due on overdue amounts, as the case may be, in respect of any particular Notes, which lien will Securities. The Company's payment obligations pursuant to this Section 7.07 shall survive the discharge of this Indenture. (E) If Indenture or the earlier termination or resignation of the Trustee. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default pursuant to clause (xspecified in Section 6.01(f) or (xi) of Section 7.01(A) occurs6.01(g), then such expenses and the compensation for such services (expenses, including the fees reasonable charges and expenses of its agents and counsel) , are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy law. Any amounts due and owing the Trustee hereunder (whether in nature of fees, expenses, indemnification payments or reimbursement for advances) which have not been paid by or on behalf of the Company within 15 days following written notice thereof given to the Company in accordance with the provisions of Section 12.02, shall bear interest at an interest rate equal to the Trustee's announced prime rate in effect from time to time, plus four percent (4.0%) per annum.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, taxes (other than for income taxes incurred related to compensation earned hereunder), advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable determined by a court of competent jurisdiction to have been caused by its gross negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld.evaluating (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien ▇▇▇▇ will survive the discharge of this IndentureIndenture or resignation or removal of the Trustee. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.. Section

Compensation and Indemnity. (Aa) The Company willwill pay to the Trustees, Collateral Agent, Paying Agent and Registrar (each, an “Indemnified Party”) from time to time, pay the Trustee and the Note Agents time reasonable compensation for its acceptance of this Indenture the Collateral Agreements and services under this Indenture, as separately agreed by the Company and the Trusteehereunder. The Trustee’s Trustees’ compensation will not be limited by any law on compensation of a trustee Trustee of an express trust. In addition to the compensation for the Trustee’s services, the The Company will reimburse the Trustee each Indemnified Party promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the TrusteeIndemnified Party’s agents and counsel. (Bb) The Company and the Guarantors will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, Indemnified Party against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this IndentureIndenture or the Collateral Agreements, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 11.067.06) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenturehereunder, except to the extent any such loss, liability or expense is may be attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionbad faith. The Trustee Each Indemnified Party will promptly notify the Company promptly of any claim for which it may seek indemnity, but the Trustee’s failure . Failure by an Indemnified Party to so notify the Company will not relieve the Company or any of its obligations the Guarantors of their Obligations hereunder or under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failureCollateral Agreements. The Company or such Guarantor will defend such claim, the claim and the Trustee Indemnified Party will cooperate in such the defense. If the Trustee is advised by counsel that it Each Indemnified Party may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, counsel and the Company will pay the reasonable fees and expenses of such counsel (including counsel. Neither the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company nor any Guarantor need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (Cc) The obligations Obligations of the Company and the Guarantors under this Section 11.06 7.06 will survive the resignation or removal satisfaction and discharge of this Indenture and the termination of the Trustee Collateral Agreements. (d) To secure the Company’s and the Guarantors’ payment Obligations in this Section 7.06, each Indemnified Party will have a Lien prior to the Notes on all money, Collateral or property held or collected by a Trustee, in its capacity as Trustee, or the Collateral Agent in its capacity as Collateral Agent, except, in the case of a Trustee, that held in trust to pay principal, premium, if any, and interest on particular Notes pursuant to Article 8 hereof. Such Lien will survive the satisfaction and discharge of this Indenture. (De) To secure the Company’s payment obligations in this Section 11.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee When an Indemnified Party incurs expenses or renders services after an Event of Default pursuant to clause (xspecified in Section 6.01(10) or (xi11) of Section 7.01(A) hereof occurs, then such the expenses and the compensation for such the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy LawInsolvency Laws.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture as separately may be agreed by the Company and the TrusteeTrustee in writing from time to time. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable and documented compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its gross negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend have the right to assume the defense of such claim, and the Trustee will cooperate in such defense. If the Company defends such claim and the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable and documented fees and expenses of such counsel (including the reasonable and documented fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest interest, if any, on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, agrees to: (a) pay to the Trustee from time to time, pay the Trustee and the Note Agents reasonable time such compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation will shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will ); (b) reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by it under the Trustee in accordance with any provision of this Indenture, Indenture (including the compensation and the reasonable compensationexpenses, advances and disbursements of its agents and expenses counsel), except any such expense, disbursement or advance as may be attributable to its own negligence or willful misconduct; and (c) fully indemnify the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claim, liability, cost or expense (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) incurred without the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directorsnegligent action, officersnegligent failure to act or willful misconduct, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, Company or any Holder or any other Personperson) or liability in connection with the exercise or performance of any of its powers or duties under hereunder, or in connection with enforcing the provisions of this Indenture, except to the extent any such loss, liability or expense is attributable Section 9.7. With regard to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations indemnification rights under this Section 11.06(B), except to the extent 9.7(c) where the Company is materially prejudiced by such failure. The Company will defend such claimhas assumed the defense in any action or proceeding, and the Trustee will cooperate shall have the right to employ separate counsel in any such defense. If action or proceeding and participate in the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counselinvestigation and defense thereof, and the Company will shall pay the reasonable fees and expenses of such separate counsel; provided, however, that the Trustee may only employ separate counsel at the expense of the Company if in the judgment of the Trustee (including the reasonable fees and expenses i) a conflict of counsel interest exists by reason of common representation or (ii) there are legal defenses available to the Trustee incurred that are different from or are in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of addition to those available to the Company under this Section 11.06 will survive or if all parties commonly represented do not agree as to the resignation action (or removal inaction) of the Trustee and the discharge of this Indenture. (D) counsel. To secure the Company’s payment obligations in this Section 11.069.7, the Trustee will 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 the principal ofamount, Fundamental Change Purchase Price or interest onand Additional Interest, if any, as the case may be, on particular Notes, which lien will . The Company’s payment obligations pursuant to this Section 9.7 shall survive the discharge of this Indenture. (E) If Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default pursuant to clause (xspecified in Section 8.1(i) or (xi) of Section 7.01(A) occurs8.1(j), then such the expenses and the compensation for such services (including the fees reasonable charges and expenses of its agents and counsel) , are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this the Indenture and services under this the Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this the Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this the Indenture, including the costs and expenses of enforcing this the Indenture against the Company (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this the Indenture, except to the extent any such loss, liability or expense is may be attributable to its negligence or willful misconduct, as determined by a final decision final, nonappealable order of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this the Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this the Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture and the Notes as separately agreed by the Company and the TrusteeTrustee will from time to time agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its negligence negligence, bad faith or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, shall pay to the Trustee from time to time, pay the Trustee and the Note Agents time reasonable compensation for its acceptance of this Indenture and services under this Indenturehereunder, including, if applicable, for its services as Paying Agent and Registrar. Compensation of the Trustee in accordance with its established fee schedule, as separately agreed by it may be amended from time to time, shall be deemed reasonable compensation to the Company and the TrusteeTrustee for its services. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, in addition to the compensation for its services (including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel (including in-house counsel. (B) )), except any such disbursement, advance or expense as may be attributable to its negligence, wilful misconduct or bad faith. The Company will shall indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, 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 and expenses (for purposes of this Article 7, “losses”) 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 (including this Section 11.067.06) and defending itself against any claim (whether asserted by the Company, Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenturehereunder, except to the extent any such losslosses result from its negligence, liability wilful misconduct or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionbad faith. The Trustee will promptly shall notify the Company promptly of any claim for which it may seek indemnity, but . Failure by the Trustee’s failure Trustee to so notify the Company will shall not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failurehereunder. The Company will shall defend such the claim, and the Trustee will shall cooperate in such the defense. If The Trustee may have separate counsel if the Trustee is has been reasonably advised by counsel that it there may have be one or more legal defenses available to it that are in conflict with the defenses different from or additional to those available to the Company, or that there Company and in the reasonable judgment of such counsel it is an actual or potential conflict of interest, then advisable for the Trustee may retain to engage separate counsel, and the Company will shall pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists)counsel. The Company need not pay for any settlement of any such claim made without its consent, which consent will shall not be unreasonably withheld. (C) . The Company need not reimburse any expense or indemnify against any loss incurred by the Trustee through the Trustee’s own negligence, wilful misconduct or bad faith. The obligations of the Company under this Section 11.06 will 7.06 shall survive the satisfaction and discharge of this Indenture, the resignation or removal of the Trustee and payment in full of the discharge of this Indenture. (D) Notes. To secure the Company’s payment obligations in this Section 11.06Section, the Trustee will shall 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 ofprincipal, or premium, if any, and interest on, on particular Notes, which lien will . Such Lien shall survive the satisfaction and discharge of this Indenture. (E) If . When the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xspecified in Section 6.01(viii) or (xiix) of Section 7.01(A) hereof occurs, then such the expenses and the compensation for such the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities liabilities, claims, damages or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability liability, claim, damage or expense is attributable will be determined to have been caused by its own negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim of which the Trustee has received written notice and for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture as separately may be agreed by the Company and the TrusteeTrustee in writing from time to time. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable and documented compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its gross negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend have the right to assume the defense of such claim, and the Trustee will cooperate in such defense. If the Company defends such claim and the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable and documented fees and expenses of such counsel (including the reasonable and documented fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, shall pay to the Collateral Agent from time to time, pay time compensation as shall be agreed to in writing by the Trustee Company and the Note Agents reasonable compensation Collateral Agent for its acceptance of this Indenture Indenture, the Security Documents and services under this Indenture, as separately agreed by the Company and the Trusteehereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will shall reimburse the Trustee Collateral Agent promptly upon request for all reasonable disbursements, advances and reasonable and documented out-of-pocket expenses incurred or made by it in connection with Collateral Agent’s duties under this IndentureIndenture and the Security Documents, including the reasonable compensation, disbursements and expenses of the TrusteeCollateral Agent’s agents and counsel, except any disbursement, advance or expense as may be attributable to the Collateral Agent’s willful misconduct or gross negligence. (B) The Company will and the Guarantors shall, jointly and severally, indemnify the Trustee (in Collateral Agent and any predecessor Collateral Agent and each of its capacities under this Indenture) and its directors, officers, employees and their agents, in their capacities as suchemployees, against officers and directors for, and hold them harmless against, any and all losses, liabilities liabilities, claims, damages or expenses (including the fees and expenses of counsel to the Collateral Agent and any environmental liabilities) incurred by it arising out of or in connection with the acceptance or administration of its duties under this IndentureIndenture and the Security Documents, including including, without limitation (i) any claim relating to the grant to the Collateral Agent of any Lien in any property or assets of the Company or the Guarantors and (ii) the costs and expenses of enforcing this Indenture and the Security Documents against the Company and the Guarantors (including this Section 11.0612.11) and defending itself against or investigating any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenturehereunder or thereunder, except to the extent any such loss, liability liability, claim, damage or expense is attributable to its negligence or willful misconduct, as shall have been determined by a final decision of a court of competent jurisdictionjurisdiction to have been attributable to its willful misconduct or gross negligence. The Trustee will promptly Collateral Agent shall notify the Company promptly of any claim for which it may seek indemnity, but . Failure by the Trustee’s failure Collateral Agent to so notify the Company will shall not relieve the Company or the Guarantors of its their obligations under this Section 11.06(B)hereunder, except to the extent the Company is or the Guarantors are materially prejudiced by such failurethereby. The At the Collateral Agent’s sole discretion, the Company will and the Guarantors shall defend such claimany claim or threatened claim asserted against the Collateral Agent, with counsel reasonably satisfactory to the Collateral Agent, and the Trustee will Collateral Agent shall cooperate in such defensethe defense at the Company’s and the Guarantors’ expense. If the Trustee is advised by counsel that it The Collateral Agent may have defenses available to it that are separate U.S. counsel (and one separate foreign counsel in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, each applicable non-U.S. jurisdiction) and the Company will and the Guarantors shall pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists)counsel. The Company and the Guarantors need not pay for any settlement of any such claim made without its their consent, which consent will shall not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal Collateral Agent shall be entitled to all rights, privileges, immunities and protections of the Trustee set forth in this Indenture whether or not expressly stated therein, including but not limited to the right to be compensated, reimbursed and indemnified under Section 11.06, in the discharge acceptance, execution, delivery and performance of the Security Documents as though fully set forth therein. Notwithstanding any provision to the contrary contained elsewhere in this IndentureIndenture or the Security Documents, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in this Indenture or the Security Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (D) To secure The obligations of the Company’s payment obligations in Company and the Guarantors under this Section 11.06, the Trustee 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 of, or interest on, particular Notes, which lien will 12.11 shall survive the satisfaction and discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (x) or (xi) of Section 7.01(A) occurs, then such expenses Indenture and the compensation for such services (including resignation, removal or replacement of the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy LawCollateral Agent.

Compensation and Indemnity. (Aa) The Company will, from time will pay to time, pay the Trustee and the Note Agents reasonable Collateral Trustee from time to time such compensation as is agreed in writing to from time to time by the Company and the Trustee or Collateral Trustee, as applicable, for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company hereunder. The Trustee’s and the Trustee. The Collateral Trustee’s compensation will not be limited by any law on compensation of a trustee Trustee of an express trust. In addition to the compensation for the Trustee’s services, the The Company will reimburse the Trustee and the Collateral Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenturein addition to the compensation for its services except for any such disbursement, including advance or expense as shall have been caused by the Trustee’s or Collateral Trustee’s gross negligence or willful misconduct (as determined by a final, non-appealable order of a court of competent jurisdiction). Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s and Collateral Trustee’s respective agents and counsel. (Bb) The Company and the Guarantors, jointly and severally, will indemnify the Trustee and the Collateral Trustee (in which for purposes of this Section 7.06(b) shall include each of its capacities under this Indenture) and its their officers, directors, officers, employees and agents, in their capacities as such, ) against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 11.067.06) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder and under this Indenturethe other Note Documents, except to the extent any such loss, liability or expense is attributable shall be determined to its have been caused by the Trustee’s or Collateral Trustee’s, as the case may be, own gross negligence or willful misconduct, misconduct (as determined by a final decision final, non-appealable order of a court of competent jurisdiction). The Trustee will promptly notify the Company promptly of any claim for which it may seek indemnity, but . Failure by the Trustee’s failure Trustee to so notify the Company will not relieve the Company or any of its the Guarantors of their obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failurehereunder. The Company or such Guarantor will defend such claim, the claim and the Trustee will cooperate in such the defense. If the The Trustee is advised by counsel that it and Collateral Trustee may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, counsel and the Company will pay the reasonable fees and expenses of such counsel (including counsel. Neither the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company nor any Guarantor need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (Cc) The obligations of the Company and the Guarantors under this Section 11.06 7.06 will survive the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee and or the discharge of this IndentureCollateral Trustee. (Dd) To secure the Company’s and the Guarantors’ payment obligations in this Section 11.067.06, the Trustee 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 of, premium on, if any, or interest interest, if any, on, particular Notes, which lien . Such Lien will survive the satisfaction and discharge of this Indenture. The Trustee’s and Collateral Trustee’s respective right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other liability or Indebtedness of the Company. (Ee) If When the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xspecified in Section 6.01(g) or (xih) of Section 7.01(A) hereof occurs, then such the expenses and the compensation for such the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture and the Notes as separately agreed by the Company and the TrusteeTrustee shall from time to time agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenturecapacities) and its directors, officers, employees and agents, in their capacities as such, agents against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its negligence or willful misconduct, misconduct as determined by a final decision non-appealable order of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the The Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenturecapacities) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its gross negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance Each of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s Subsidiary Guarantors, jointly and severally, agrees to pay the Trustee from time to time compensation will for its services as shall be agreed upon from time to time in writing between the Company and the Trustee (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). In addition The Company agrees to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursementsout-of-pocket expenses, disbursements and advances and incurred by it. Such expenses incurred or made by it under this Indenture, including shall include when applicable the reasonable compensation, disbursements compensation and expenses of the Trustee’s agents and counsel. (B) . The Company will indemnify the Trustee (in each of its capacities shall not be under any obligation to institute any suit, 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 directors, officers, employees and agents, in their capacities as such, satisfaction against any and all lossesexpenses, liabilities disbursements and advances incurred or made by the Trustee in accordance with any provisions of this Indenture, including compensation for services, costs, expenses, outlays, counsel fees and other disbursements, and against all liability (including fees and expenses incurred by the Trustee pursuant to the penultimate paragraph of Section 7.08) determined not to have been caused by its own negligence or willful misconduct. Each of the Company and the Subsidiary Guarantors agrees to indemnify the Trustee against any loss, liability, claim, damage or expenses incurred by it arising out of or in connection with the acceptance or and administration of the trust and its duties under this Indenturehereunder as Trustee, Registrar and/or Paying Agent, if any, including the costs and expenses of enforcing this Indenture against the Company (including with respect to this Section 11.067.07) and of defending itself against any claim (whether asserted by the Company, Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionhereunder. The Trustee will promptly shall notify the Company of any claim of which a Responsible Officer has received written notice for which it may seek indemnity; however, but the Trustee’s failure of the Trustee to so promptly notify the Company will shall not relieve the Company of limit its obligations under this Section 11.06(B), except right to the extent the Company is materially prejudiced by such failureindemnification. The Company will shall defend each such claim, claim and the Trustee will shall cooperate in such the defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the The Trustee may retain separate counsel, counsel and the Company will pay shall reimburse the Trustee for the reasonable fees and expenses of such counsel (including counsel. Neither the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not nor any Subsidiary Guarantor shall pay for any settlement of any such claim made without its consent, consent (which consent will shall not be unreasonably withheld. (C) The ). Neither the Company nor any Subsidiary Guarantor shall be obligated to reimburse any expense or indemnify against any loss, liability, claim or damage incurred by the Trustee determined to have been caused by the Trustee’s own negligence or willful misconduct. To secure the payment obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.06Section, the Trustee will shall have a lien claim 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 of, or of and interest on, or the redemption price of, particular Notes, which lien will survive Securities. The Trustee’s right to receive payment of any amounts due under this Section 7.07 shall not be subordinate to any other liability or Indebtedness of the discharge of this Indenture. (E) If Company or any Subsidiary Guarantor. When the Trustee incurs expenses or renders services after an the occurrence of any Event of Default pursuant to clause specified in clauses (x6) or (xi7) of Section 7.01(A) occurs6.01, then such the expenses and the compensation for such the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The benefits of this section shall survive termination of this Indenture and resignation or removal of the Trustee.

Compensation and Indemnity. (A) The Company will, and the Guarantor agree: (a) to pay to the Trustee from time to time, pay time such compensation as the Company or the Guarantor and the Trustee and the Note Agents reasonable shall from time to time agree in writing for all services rendered by it hereunder (which compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. In addition ); (b) to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by it under the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensationcompensation and the expenses, advances and disbursements of its agents and expenses counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to indemnify the Trustee or any predecessor, Trustee and their agents for, and to hold them harmless against, any loss, damage, claim, liability, cost or expense (including attorney's fees and taxes (other than taxes based upon, measured by or determined by the income of the Trustee’s agents and counsel. (B)) The Company will indemnify the Trustee (in each of incurred without negligence or bad faith on its capacities under this Indenture) and its directorspart, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, the Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionhereunder. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s 's or the Guarantor's payment obligations in this Section 11.067.07, the Trustee will 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 ofthe Principal Amount at Maturity, Initial Accreted Principal Amount plus accrued Issue Discount, Redemption Price, Purchase Price, Change in Control Purchase Price, contingent interest, interest payable pursuant to Article 10, or interest oninterest, if any, as the case may be, on particular NotesSecurities, which lien will or Common Stock delivered upon a conversion pursuant to Article 11, or the cash equivalent thereof. The Company's or the Guarantor's payment obligations pursuant to this Section 7.07 shall survive the discharge of this Indenture. (E) If Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default pursuant to clause (xspecified in Section 6.01(e) or (xi) of Section 7.01(A) occursf), then such the expenses and the compensation for such services (including the fees reasonable charges and expenses of its agents and counsel) , are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will and each Guarantor will, on a joint and several basis, indemnify the Trustee (in each of its capacities under this Indenture) and its any predecessor Trustee and their respective officers, directors, officers, agents and employees and agents, in their capacities as such, any authenticating agent and hold them harmless against any and all losses, claims, damages, liabilities or expenses, including fees and expenses of counsel, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, the Notes and any other document or transaction entered into in connection herewith or therewith, including the costs and expenses of enforcing this Indenture against the Company or any Guarantor (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, any Guarantor any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its gross negligence or willful misconduct, misconduct as determined by in a final decision of non-appealable judgment by a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company or any Guarantor of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company and each Guarantor will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the The Trustee may retain separate counsel, and the Company will and each Guarantor will, on a joint and several basis, pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists)counsel. The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company and each Guarantor under this Section 11.06 will survive the resignation or removal of the Trustee Trustee, the satisfaction and the discharge of this Indenture and the termination for any other reason of this Indenture. The Trustee’s right to receive payment of any amounts due under this Section 11.06 shall not be subordinate to any other liability or indebtedness of the Company. (D) To secure the Company’s payment obligations in this Section 11.06 and the Guaranteed Obligations with respect to the Company’s obligations in this Section 11.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (F) Each Note Agent will have the same rights and duties as the Trustee under this Section 11.06.

Compensation and Indemnity. (A) The Company willagrees: (a) to pay each of the Collateral Agent, the Custodial Agent and the Securities Intermediary from time to time, pay the Trustee and the Note Agents reasonable time such compensation for its acceptance of this Indenture and services under this Indenture, as separately shall be agreed by in writing between the Company and the Trustee. The Trustee’s compensation will not be limited Collateral Agent, Custodial Agent or the Securities Intermediary, as the case may be, for all services rendered by any law on compensation each of a trustee of an express trust. In addition them hereunder; and (b) to indemnify the compensation for the Trustee’s servicesCollateral Agent, the Company will reimburse Custodial Agent and the Trustee promptly upon request for all reasonable disbursementsSecurities Intermediary and their officers, advances directors and expenses incurred or made by it under this Indentureagents for, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in to hold each of them harmless from and against, any loss, liability or reasonable out-of-pocket expense incurred without negligence, willful misconduct or bad faith on its capacities under this Indenture) and its directorspart, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its powers and duties under this IndentureAgreement, including the reasonable out-of-pocket costs and expenses of enforcing this Indenture against the Company (including this Section 11.06reasonable fees and expenses of one counsel) and of defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its such powers and duties or duties under this Indenture, except to the extent any collecting such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionamounts. The Trustee will Collateral Agent, the Custodial Agent and the Securities Intermediary shall each promptly notify the Company of any third party claim for which it may seek indemnity, but give rise to the Trustee’s failure to so notify indemnity hereunder and give the Company the opportunity to control the defense of such claim with counsel reasonably satisfactory to the indemnified party, provided no conflict of interest exists (if such a conflict of interests exists, the Collateral Agent, the Custodial Agent and the Securities Intermediary will not relieve be entitled to one separate counsel payable by the Company), and if the Company of its obligations under this Section 11.06(B)so elects to assume such defense, except to the extent the Company is materially prejudiced by such failure. The Company will shall in good faith defend such claimthe Collateral Agent, and the Trustee will cooperate Custodial Agent or the Securities Intermediary (in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable which case all attorney's fees and expenses of such counsel (including shall be borne by the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict existsCompany). The Company need not pay for any No compromise or settlement of any such claim made claims may be effected by any party without its consent, the other parties' consent (which consent will shall not be unreasonably withheld. ) unless (Ci) there is no finding or omission of any violation of law and no effect on any other claims that may be made against any of such other parties and (ii) the sole relief provided is monetary damages that are paid in full by the party seeking the compromise or settlement. The obligations provisions of the Company under this Section 11.06 will 8.6(b) shall survive the termination of this Agreement or the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.06Collateral Agent, the Trustee will have a lien prior to Custodial Agent or the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, or interest on, particular Notes, which lien will survive the discharge of this IndentureSecurities Intermediary. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (x) or (xi) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest interest, if any, on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its negligence or willful misconduct, as determined by a final decision final, non-appealable order of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A8.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture and the Notes as separately agreed by the Company and the TrusteeTrustee shall from time to time agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenturecapacities) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its gross negligence or willful misconduct, misconduct as determined by a final decision non-appealable order of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest interest, if any, on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company willshall pay to the Trustee, the Collateral Agent, the Paying Agent and the Registrar (each an “Indemnified Party”) from time to timetime compensation for their respective services as Trustee, pay Collateral Agent, Paying Agent or Registrar, as the Trustee case may be, as the Trustee, Collateral Agent and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trusteeshall have agreed. The Trustee’s compensation will shall not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the The Company will shall reimburse the Trustee promptly each Indemnified Party upon request for all reasonable disbursementsout-of-pocket expenses, disbursements and advances and expenses incurred or made by it under in connection with the performance of its duties under, as the case may be, this Indenture, including the reasonable compensationCollateral Agreements or the Intercreditor Agreement. Such expenses, disbursements and expenses advances shall include the reasonable fees, expenses, disbursements and advances of the Trusteeeach of such Indemnified Party’s agents and counsel. (B) . The Company will and the Guarantors, jointly and severally, hereby indemnify the Trustee (in each Indemnified Party and its agents, employees, stockholders and directors and officers for, and holds each of its capacities under this Indenturethem harmless against, any loss, damage, cost, claim, liability or expense (including taxes) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it any of them except for such actions to the extent caused by any gross negligence or willful misconduct on the part of such Indemnified Party, arising out of or in connection with the acceptance or administration of its duties under this Indenture, the Intercreditor Agreement or the Collateral Agreements or the administration of this trust, including the reasonable costs and expenses of enforcing this Indenture against the Company or any Guarantor (including this Section 11.067.07) and defending itself themselves against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its their rights, powers or duties under hereunder or thereunder or in connection with enforcing the provisions of this Indenture, except to Section 7.07 (including the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision reasonable fees and expenses of a court of competent jurisdictioncounsel). The Trustee will promptly shall notify the Company promptly of any claim asserted against an Indemnified Party for which . such Indemnified Party has advised the Trustee that it may seek indemnity, but indemnity hereunder or under the Trustee’s failure Collateral Agreements or Intercreditor Agreement. Failure by the Trustee to so notify the Company will shall not relieve the Company of its obligations under this Section 11.06(B)hereunder. At the Indemnified Party’s sole discretion, except to the extent the Company is materially prejudiced by such failure. The Company will shall defend such claim, the claim and the Trustee will Indemnified Party shall cooperate and may participate in such the defense; provided that any settlement of a claim shall be approved in writing by the Indemnified Party. If Alternatively, the Trustee is advised by Indemnified Party may at its option have separate counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, its own choosing and the Company will shall pay the reasonable fees and expenses of such counsel (including counsel; provided that the reasonable Company shall not be required to pay such fees and expenses if it assumes the Indemnified Party’s defense and there is no conflict of counsel to interest between the Trustee incurred Company and the Indemnified Party in evaluating whether connection with such a conflict exists)defense as reasonably determined by the Indemnified Party. The Company need not pay for any settlement of any such claim made without its written consent, which consent will shall not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) . To secure the Company’s and each Guarantor’s payment obligations in this Section 11.067.07, the Trustee will shall have a lien Lien prior to the Notes on all money or property held or collected by the Trustee or the Collateral Agent, in its capacity as such, for any amount owing it or any predecessor Trustee, except that money or property held in trust to pay principal of, of or interest on, on any particular Notes, which lien will survive Notes or held in the discharge of this Indenture. (E) If the Trustee Escrow Account. When an Indemnified Party incurs expenses or renders services after an Event of Default pursuant to clause (x) or (xi) of specified in Section 7.01(A6.01(6) occurs, then such expenses (including the reasonable fees and expenses of its counsel) and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy LawCode. The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, termination of the Collateral Agreements or the Intercreditor Agreement or the resignation or removal of the Trustee. The Trustee shall comply with the provisions of TIA Section 312(b)(2) to the extent applicable.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its negligence or willful misconduct, as determined by a final decision final, non-appealable order of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, agrees to: (a) pay to the Trustee from time to time, pay the Trustee and the Note Agents reasonable time such compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation will shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will ); (b) reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by it under the Trustee in accordance with any provision of this Indenture, Indenture (including the compensation and the reasonable compensationexpenses, advances and disbursements of its agents and expenses counsel), except any such expense, disbursement or advance as may be attributable to its own gross negligence or willful misconduct; and (c) fully indemnify the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claim, liability, cost or expense (including attorney's fees and expenses, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee’s agents and counsel. (B)) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directorsincurred without negligent action, officersnegligent failure to act or willful misconduct on their part, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself themselves against any claim (whether asserted by the Company, Company or any Holder or any other Personperson) or liability in connection with the exercise or performance of any of its the Trustee's powers or duties hereunder, or in connection with enforcing the provisions of this Section 9.7. With regard to its indemnification rights under this IndentureSection 9.7(c) where the Company has assumed the defense in any action or proceeding, except the Trustee shall have the right to the extent employ separate counsel in any such loss, liability action or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify proceeding and participate in the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, investigation and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counseldefense thereof, and the Company will shall pay the reasonable fees and expenses of such separate counsel; provided, however, that the Trustee may only employ separate counsel (including at the expense of the Company if in the reasonable fees and expenses judgment of counsel the Trustee (i) a conflict of interest exists by reason of common representation or (ii) there are legal defenses available to the Trustee incurred that are different from or are in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of addition to those available to the Company under this Section 11.06 will survive or if all parties commonly represented do not agree as to the resignation action (or removal inaction) of the Trustee and the discharge of this Indenture. (D) counsel. To secure the Company’s 's payment obligations in this Section 11.069.7, the Trustee will shall have a lien prior to the Notes Securities on all money or property held or collected by the Trustee, 57 except that held in trust to pay the principal ofamount, Purchase Price, Fundamental Change Purchase Price, interest, Additional Amounts or interest onAdditional Interest, if any, as the case may be, on particular Notes, which lien will Securities. The Company's payment obligations pursuant to this Section 9.7 shall survive the discharge of this Indenture. (E) If Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default pursuant to clause (xspecified in Section 8.1(j) or (xi) of Section 7.01(A) occurs8.1(k), then such the expenses and the compensation for such services (including the fees reasonable charges and expenses of its agents and counsel) , are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its negligence or willful misconduct, as determined by a final decision final, non-appealable order of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture as separately agreed by the Company and the Trusteeparties agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify and the Guarantors will, jointly and severally, indemnify, defend, protect and hold the Trustee (in each of its capacities under this Indenture) harmless from and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities liabilities, damages, costs or expenses suffered or 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 and the Guarantors (including this Section 11.0612.06) and defending itself against any claim (whether asserted by the Company, any Guarantor, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its gross negligence or willful misconduct, as determined by a final decision final, non-appealable judgment of a court of competent jurisdiction. The Trustee will promptly notify the Company and the Guarantors of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company or the Guarantors will not relieve the Company or the Guarantors of its their obligations under this Section 11.06(B12.06(B), except to the extent the Company is materially prejudiced by such failure. The Company and the Guarantors will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company and the Guarantors will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company and the Guarantors need not pay for any settlement of any such claim made without its their consent, which consent will not be unreasonably withheld. (C) The obligations of the Company and the Guarantors under this Section 11.06 12.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s and the Guarantors’ payment obligations in this Section 11.0612.06, the Trustee will have a lien prior to the Notes on all money or property Property held or collected by the Trustee, except that held in trust to pay principal of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xxii) or (xixiii) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (Aa) The Company will, will pay to the Trustee from time to time, pay the Trustee and the Note Agents time reasonable compensation for its acceptance of this Indenture and services under this Indenture, hereunder as separately shall be agreed upon in writing by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the The Company will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it under this Indenture, including in addition to the compensation for its services. Such expenses will include the reasonable compensationout-of-pocket fees, disbursements and expenses of the Trustee’s agents and counsel. (Bb) The Company and the Guarantors will jointly and severally indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities liabilities, claims, actions, suits, costs or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the reasonable out-of-pocket costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 11.067.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenturehereunder, except to the extent any such loss, liability or expense is may be attributable to its negligence negligence, willful misconduct or willful misconduct, as determined by a final decision of a court of competent jurisdictionbad faith. The Trustee will promptly notify the Company promptly of any claim for which it may seek indemnity, but . Failure by the Trustee’s failure Trustee to so notify the Company will not relieve the Company or any of its the Guarantors of their obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failurehereunder. The Company or such Guarantor will defend such claim, the claim and the Trustee will cooperate in such the defense. If the The Trustee is advised by counsel that it may have defenses available separate counsel at its own expense (i) unless the Company fails to it that are in conflict with assume the defenses available to the Companydefense of such claim, or that (ii) if there is an actual or potential conflict of interestinterests or (iii) if there is the potential for the imposition of criminal liability, then the Trustee may retain separate counsel, and in which case the Company will pay the reasonable fees and expenses of such counsel (including counsel. Neither the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company nor any Guarantor need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld, conditioned or delayed. (Cc) The obligations of the Company and the Guarantors under this Section 11.06 7.07 will survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee and the discharge of this IndentureTrustee. (Dd) To secure the Company’s and the Guarantors’ payment obligations in this Section 11.067.07, the Trustee 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 of, or and interest on, on particular Notes, which lien . Such Lien will survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee. (Ee) If When the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xspecified in Section 6.01(8) or (xi9) of Section 7.01(A) hereof occurs, then such the expenses and the compensation for such 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 Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee (in each of its capacities under the Indenture) and the Note Agents its directors, officers, employees and agents, in their capacity as such reasonable compensation for its acceptance of this the Indenture and services under this Indenture, the Indenture as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this the Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this the Indenture) and its directors, officers, employees and agents, in their capacities as such, such against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this the Indenture, including the costs and expenses of enforcing this the Indenture against the Company (including this Section 11.06‎Section 10.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this the Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, (as determined by a final decision of a court of competent jurisdiction) to its negligence, bad faith or willful misconduct. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B‎Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 ‎Section 10.06 will survive the resignation or removal of the Trustee and the discharge of this the Indenture. (D) To secure the Company’s payment obligations in this Section 11.06‎Section 10.06, the Trustee 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 of, or interest interest, if any, on, particular Notes, which lien will survive the discharge of this the Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (x‎(viii) or (xi‎(ix) of Section ‎Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (Aa) The Company will, will pay to the Trustee from time to time, pay the Trustee and the Note Agents time reasonable compensation for its acceptance of this Indenture and services under this Indenture, hereunder as separately shall be agreed upon in writing by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the The Company will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it under this Indenture, including in addition to the compensation for its services. Such expenses will include the reasonable compensationout-of-pocket fees, disbursements and expenses of the Trustee’s agents and counsel. (Bb) The Company and the Guarantors will jointly and severally indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities liabilities, claims, actions, suits, costs or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the reasonable out-of-pocket costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 11.067.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenturehereunder, except to the extent any such loss, liability or expense is may be attributable to its negligence negligence, willful misconduct or willful misconduct, as determined by a final decision of a court of competent jurisdictionbad faith. The Trustee will promptly notify the Company promptly of any claim for which it may seek indemnity, but . Failure by the Trustee’s failure Trustee to so notify the Company will not relieve the Company or any of its the Guarantors of their obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failurehereunder. The Company or such Guarantor will defend such claim, the claim and the Trustee will cooperate in such the defense. If the The Trustee is advised by counsel that it may have defenses available separate counsel at its own expense, but if (i) the Company fails to it that are in conflict with assume the defenses available to the Companydefense of such claim, or that (ii) there is an actual or potential conflict of interestinterests or (iii) there is the potential for the imposition of criminal liability, then the Trustee may retain separate counselCompany will, and the Company will in any such case, pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict existsbut not more than one law firm at any given time). The Neither the Company nor any Guarantor need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld, conditioned or delayed. (Cc) The obligations of the Company and the Guarantors under this Section 11.06 7.07 will survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee and the discharge of this IndentureTrustee. (Dd) To secure the Company’s and the Guarantors’ payment obligations in this Section 11.067.07, the Trustee 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 of, or and interest on, on particular Notes, which lien . Such Lien will survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee. (Ee) If When the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xspecified in Section 6.01(8) or (xi9) of Section 7.01(A) hereof occurs, then such the expenses and the compensation for such 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 Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed to by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, (as determined by a final decision of a court of competent jurisdiction) to its negligence or willful misconduct. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture as separately agreed to by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, (as determined by a final decision of a court of competent jurisdiction) to its negligence, bad faith or willful misconduct. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (Aa) The Company will, Issuer and the Guarantors shall pay to the Trustee from time to time, pay the Trustee and the Note Agents reasonable time compensation as agreed upon in writing for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s hereunder (which compensation will shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). In addition to The Issuer and the compensation for the Trustee’s services, the Company will Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in connection with the Trustee’s duties under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and external counsel. (Bb) The Company will Issuer and the Guarantors, jointly and severally, shall indemnify each of the Trustee (in and its agents, employees, shareholders, directors and officers and any predecessor Trustee for, and hold each of its capacities under this Indenture) and its directorsthem harmless against, officers, employees and agents, in their capacities as such, against any and all lossesloss, liabilities action, suit, damage, claim, liability, cost, fee or expense, including without limitation taxes (other than taxes based on the income of the Trustee) and reasonable attorneys’ fees and expenses (collectively, “Losses”) incurred by it arising out each of or them in connection with the acceptance or administration of this Indenture or the performance of its duties under this IndentureIndenture or the exercise of its rights and powers under the Notes and the Guarantees, including the costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) 7.07), the Notes and the Guarantees or otherwise arising under this Indenture and including the reasonable costs and expenses of defending itself against any claim (whether asserted by any Holder, the CompanyIssuer, any Holder Guarantor or any other Personotherwise) or liability in connection with the exercise or performance of any of its rights, powers or duties under this Indenturehereunder (including, except to the extent any such losswithout limitation, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionsettlement costs). The Trustee will promptly shall notify the Company Issuer and the Guarantors in writing promptly of any third party claim of which a Responsible Officer of the Trustee has actual knowledge asserted against the Trustee for which it may seek indemnityindemnity (each, but a “Third Party Claim”); provided that the Trustee’s failure by the Trustee to so notify the Company will Issuer and the Guarantors shall not relieve the Company Issuer and Guarantors of its their obligations under this Section 11.06(B), hereunder except to the extent the Company Issuer and the Guarantors are actually prejudiced thereby. Neither the Issuer nor any Guarantor need pay for any settlement or provide any indemnification for any other Losses associated therewith to the extent such settlement is materially prejudiced by such failuremade in connection with any Third Party Claim without its consent, which consent may be withheld in its sole discretion. The Company will defend such claim, Trustee shall have the right to its own counsel and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will Issuer shall pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel in connection with any Third Party Claim to the extent the Trustee incurred in evaluating whether such reasonably determines that a conflict exists). The Company need not pay for any settlement of any such claim made without interest exists or is required in connection with the performance of its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company duties under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (Dc) Notwithstanding the foregoing, the Issuer and the Guarantors need not reimburse the Trustee for any expense or indemnify it against any loss or liability to have been incurred by the Trustee through its own gross negligence or willful misconduct. (d) To secure the Company’s payment obligations of the Issuer and the Guarantors in this Section 11.067.07, the Trustee will shall have a lien prior to the Notes on all money or property held or collected by the Trustee, Trustee except that for such money or property held in trust to pay principal of, or of and interest on, on particular Notes, which . Such lien will shall survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee. (Ee) If The obligations of the Issuer and the Guarantors under this Section 7.07 to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall be joint and several liabilities of each Issuer and each of the Guarantors and shall survive the resignation or removal of the Trustee and the satisfaction, discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law. (f) When the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (x) or (xi) of Section 7.01(A6.01(8) occurs, then such the expenses and the compensation for such the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any applicable Bankruptcy Law. (g) For purposes of this Section 7.07, the term “Trustee” shall include any trustee appointed pursuant to this Article Seven, provided, however, that the gross negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. The provisions of this Section 7.07 shall apply to Trustee in its capacity as such and in its capacity as Paying Agent, Registrar and any other Agent under this Indenture.

Compensation and Indemnity. (A) The Company willagrees: (a) to pay each of the Collateral Agent, the Custodial Agent and the Securities Intermediary from time to time, pay the Trustee and the Note Agents reasonable time such compensation for its acceptance of this Indenture and services under this Indenture, as separately shall be agreed by in writing between the Company and the Trustee. The Trustee’s compensation will not be limited Collateral Agent, Custodial Agent or the Securities Intermediary, as the case may be, for all services rendered by any law on compensation each of a trustee of an express trust. In addition them hereunder; and (b) to indemnify the compensation for the Trustee’s servicesCollateral Agent, the Company will reimburse Custodial Agent and the Trustee promptly upon request for all reasonable disbursementsSecurities Intermediary for, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in to hold each of them harmless from and against, any loss, liability or reasonable out-of-pocket expense incurred without negligence, willful misconduct or bad faith on its capacities under this Indenture) and its directorspart, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its powers and duties under this IndentureAgreement, including the reasonable out-of-pocket costs and expenses of enforcing this Indenture against the Company (including this Section 11.06reasonable fees and expenses of counsel) and of defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its such powers and duties or duties under this Indenture, except to the extent any collecting such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionamounts. The Trustee will Collateral Agent, the Custodial Agent and the Securities Intermediary shall each promptly notify the Company of any third party claim for which it may seek indemnity, but give rise to the Trustee’s failure to so notify indemnity hereunder and give the Company will not relieve the opportunity to control the defense of such claim with counsel reasonably satisfactory to the indemnified party, provided no conflict of interest exists, and if the Company of its obligations under this Section 11.06(B)so elects to assume such defense, except to the extent the Company is materially prejudiced by such failure. The Company will shall in good faith defend such claimthe Collateral Agent, and the Trustee will cooperate Custodial Agent or the Securities Intermediary (in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable which case all attorney’s fees and expenses of such counsel (including shall be borne by the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict existsCompany). The Company need not pay for any No compromise or settlement of any claims may be effected by any party without the other parties’ consent unless (i) there is no finding or omission of any violation of law and no effect on any other claims that may be made against any of such claim made without its consent, which consent will not be unreasonably withheld. other parties and (Cii) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations sole relief provided is monetary damages that are paid in this Section 11.06, the Trustee will have a lien prior to the Notes on all money or property held or collected full by the Trustee, except that held in trust to pay principal of, party seeking the compromise or interest on, particular Notes, which lien will survive the discharge settlement. Table of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (x) or (xi) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.Contents

Compensation and Indemnity. (A) The Company Issuers will, from time to time, pay the Trustee and the Note Agents reasonable such compensation for its acceptance of this Indenture and services under this Indenture, Indenture as separately agreed by the Company Issuers and the TrusteeTrustee shall from time to time agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company Issuers will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company Issuers and the Guarantors, jointly and severally, will indemnify the Trustee (in each of its capacities under this Indenture) the Trustee, any predecessor Trustee and its directors, officers, employees and their agents, in their capacities as such, for and against any and all losses, liabilities or 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 Issuers (including this Section 11.06) and defending itself against any claim (whether asserted by the CompanyIssuers, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence negligence, bad faith or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company Issuers and the Guarantors of its their obligations under this Section 11.06(B), except to the extent the Company is Issuers are materially prejudiced by such failure. The Company Issuers will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the CompanyIssuers, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company Issuers will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company Issuers need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company Issuers and the Guarantors under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s Issuers’ and the Guarantors’ payment obligations in this Section 11.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (x) or (xi) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company willshall pay to the Trustee, the Paying Agent and the Registrar (each an "Indemnified Party") from time to time, pay the Trustee and the Note Agents reasonable time compensation for its acceptance of this Indenture and their respective services under this Indentureas Trustee, Paying Agent or Registrar, as separately agreed by the Company and the Trusteecase may be. The Trustee’s 's compensation will shall not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the The Company will shall reimburse the Trustee promptly each Indemnified Party upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it in connection with the performance of its duties under this Indenture, including . Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s each of such Indemnified Party's agents and counsel. (B) . The Company will and the Guarantors hereby, jointly and severally, indemnify the Trustee (in each Indemnified Party and its agents, employees, stockholders and directors and officers for, and holds each of its capacities under this Indenturethem harmless against, any loss, cost, claim, liability or expense (including taxes) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it any of them except for such actions to the extent caused by any gross negligence or willful misconduct on the part of such Indemnified Party, arising out of or in connection with the acceptance or administration of its duties under this Indenture, or the administration of this trust, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 11.067.07) and defending itself themselves against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its their rights, powers or duties under this Indenture, except to hereunder or thereunder (including the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision reasonable fees and expenses of a court of competent jurisdictioncounsel). The Trustee will promptly shall notify the Company promptly of any claim asserted against an Indemnified Party for which such Indemnified Party has advised the Trustee that it may seek indemnity, but indemnity hereunder. Failure by the Trustee’s failure Trustee to so notify the Company will shall not relieve the Company of its obligations under this Section 11.06(B)hereunder. At the Indemnified Party's sole discretion, except to the extent the Company is materially prejudiced by such failure. The Company will shall defend such claim, the claim and the Trustee will Indemnified Party shall cooperate and may participate in such the defense; provided that any settlement of a claim shall be approved in writing by the Indemnified Party. If Alternatively, the Trustee is advised by Indemnified Party may at its option have separate counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, its own choosing and the Company will shall pay the reasonable fees and expenses of such counsel (including counsel; provided that the reasonable Company shall not be required to pay such fees and expenses if it assumes the Indemnified Party's defense and there is no conflict of counsel to interest between the Trustee incurred Company and the Indemnified Party in evaluating whether connection with such a conflict exists)defense as reasonably determined by the Indemnified Party. The Company need not pay for any settlement of any such claim made without its written consent, which consent will shall not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation withheld or removal of the Trustee and the discharge of this Indenture. (D) delayed. To secure the Company’s 's payment obligations in this Section 11.067.07, the Trustee will each Indemnified Party shall have a lien prior to the Notes on all assets and 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 of, of or interest on, on particular Notes, Notes which lien will survive the discharge of this Indenture. (E) If the Trustee have been called for redemption. When an Indemnified Party incurs expenses or renders services after an Event of Default pursuant to clause (xspecified in Section 6.01(6) or (xi) of Section 7.01(A7) occurs, then such expenses (including the reasonable fees and expenses of its counsel) and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under the Bankruptcy Code. The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee or any Bankruptcy Lawother Indemnified Party. The Trustee shall comply with the provisions of TIA Section 312(b)(2) to the extent applicable.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents (acting in any capacity hereunder) reasonable compensation compensation, as shall have been agreed to in writing, for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify and hold harmless the Trustee (acting in each of its capacities under this Indentureany capacity hereunder) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses (including, without limitation, 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 (including, without limitation, attorneys’ fees and expenses) against the Company (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its gross negligence or willful misconduct, wilful misconduct as determined by a final decision of a court of competent jurisdictionjurisdiction in a final and non-appealable decision. The Trustee will promptly notify the Company of any claim for which it may seek indemnityindemnity (other than any claim brought by the Company), but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defensedefense at the expense of the Company. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld, conditioned or delayed. The indemnification provided in this Section 10.06 will extend to the officers, directors, agents (selected with due care) and employees of the Trustee and any successor Trustee under this Indenture. (C) The obligations of the Company under this Section 11.06 10.06 will survive the earlier resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien L▇▇▇ will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xxi) or (xixiii) of Section 7.01(A) occurs, then such expenses and the compensation for such 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.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including enforcement of this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable determined to have been caused by its own negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest any Special Interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture and the Notes as separately agreed by the Company and the TrusteeTrustee shall from time to time agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company and the Guarantors, jointly and severally, will indemnify the Trustee (in each of its capacities under this Indenturecapacities) and its directors, officers, employees and agents, in their capacities as such, agents against any and all losses, liabilities or 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 or the Guarantors (including this Section 11.0611.06 and the provisions of Article 9) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its gross negligence or willful misconduct, as determined by a final decision final, non-appealable order of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause clauses (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (Aa) The Company will, will pay to the Trustee from time to time, pay time such compensation as is agreed to from time to time in writing by the Company and the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trusteehereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the The Company will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances ad- vances and expenses incurred or made by it under this Indenturein addition to the compensation for its services except for any such dis- bursements, including advance or expense as shall have been caused by the Trustee’s negligence or willful misconduct. Such expenses will include the reasonable out -of-pocket compensation, disbursements and expenses of the Trustee’s agents and counselcounsel (as well as any notarial fees relating to the granting of any Spanish Public Document and regis- tration fees, if any). (Bb) The Company and the Guarantors will indemnify on a joint and several basis the Trustee (in each of includ- ing its capacities under this Indenture) and its officers, directors, officers, employees and agents, in their capacities as such, ) against any and all losses, liabilities or expenses incurred by it arising aris- ing out of or in connection with the acceptance or administration of its duties under this Indenture, including the rea- sonable costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 11.06Sec- tion 7.07 and notarial fees relating to any Spanish Public Document, court clerk fees ( procurador ) (even if their in- tervention is not mandatory), court costs and any sworn translation costs and together with any applicable VAT) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenturehereunder, except to the extent any such loss, liability or expense is may be attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company promptly of any claim for which it may seek indemnity, but . Failure by the Trustee’s failure Trustee to so notify the Company will not relieve the Company or any of its the Guarantors of their obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failurehereunder. The Company or such Guarantor will defend such claim, the claim and the Trustee will cooperate in such the defense. If the The Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain one separate counsel, counsel and the Company will pay the reasonable out-of-pocket fees and expenses of such counsel (including coun- sel. Neither the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company nor any Guarantor need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (Cc) The obligations of the Company and the Guarantors under this Section 11.06 7.07 will survive the satis- faction and discharge of this Indenture and the resignation or removal of the Trustee and the discharge of this IndentureTrustee. (Dd) To secure the Company’s and the Guarantors’ payment obligations in this Section 11.067.07, the Trustee will Trus- tee shall 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 of, premium on, if any, or interest on, particular Notes, which lien . Such Lien will survive the satisfaction and discharge of this IndentureIndenture and the resignation or removal of the Trustee. (Ee) If Without prejudice to any other rights available to the Trustee under applicable law, when the Trus- tee incurs expenses or renders services after an Event of Default pursuant to clause specified in clauses (x6) or and (xi7) of Section 7.01(A) 6.01 hereof occurs, then such the expenses and the compensation for such the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, (as determined by a final decision of a court of competent jurisdiction) to its negligence, bad faith or willful misconduct. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest interest, if any, on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this IndentureIndenture or the Notes) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence negligence, bad faith or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company willand the Guarantors, jointly and severally, shall pay to the Trustee (the “Indemnified Party”) from time to time, pay the Trustee and the Note Agents reasonable time such compensation for its acceptance of this Indenture and services under this Indentureas Trustee, as separately the case may be, as shall from time to time be agreed by the Company and the Trusteein writing. The Trustee’s compensation will shall not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the The Company will shall reimburse the Trustee promptly Indemnified Party upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it under this Indenturein connection with the performance of its duties under, including as the case may be, the Indenture Documents. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the TrusteeIndemnified Party’s agents and counsel. (B) . The Company will and the Guarantors, jointly and severally, hereby agree to indemnify the Trustee Indemnified Party for, and to hold it harmless against, any loss, cost, claim, liability or expense (in each of its capacities under this Indentureincluding taxes) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by of it except for such actions to the extent caused by any negligence, bad faith or willful misconduct on the part of the Indemnified Party, arising out of or in connection with the acceptance Indenture Documents, or the administration of its duties under this Indenturetrust, including the reasonable costs and expenses of enforcing this Indenture or the other Indenture Documents against the Company or any Guarantor (including this Section 11.067.07) and defending itself itself. against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its rights, powers or duties under this Indenture, except to hereunder or thereunder (including the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision reasonable fees and expenses of a court of competent jurisdictioncounsel). The Trustee will promptly shall notify the Company promptly of any claim asserted against it for which it the Trustee may seek indemnity, but indemnity hereunder or under the Trustee’s failure other Indenture Documents. Failure by the Trustee to so notify the Company will shall not relieve the Company of its obligations under this Section 11.06(B)hereunder. At the Indemnified Party’s sole discretion, except to the extent the Company is materially prejudiced by such failure. The Company will shall defend such claim, the claim and the Trustee will Indemnified Party shall cooperate and may participate in such the defense; provided that any settlement of a claim shall be approved in writing by the Indemnified Party, which consent shall not be unreasonably be withheld. If Alternatively, the Trustee is advised by Indemnified Party may at its option have separate counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, its own choosing and the Company will shall pay the reasonable fees and expenses of such counsel (including counsel; provided that the reasonable Company shall not be required to pay such fees and expenses if it assumes the Indemnified Party’s defense and there is no conflict of counsel to interest between the Trustee incurred Company and the Indemnified Party in evaluating whether connection with such a conflict exists)defense as reasonably determined by the Indemnified Party. The Company need not pay for any settlement of any such claim made without its written consent, which consent will shall not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) . To secure the Company’s and each Guarantor’s payment obligations in this Section 11.067.07, the Trustee will Indemnified Party shall have a lien prior to the Notes on all money or property Collateral held or collected by the TrusteeTrustee or the Collateral Agent, in its capacity as such, except that assets or money held in trust to pay principal of, of or interest onand Additional Interest, if any, on particular Notes, Notes which lien will survive the discharge of this Indenture. (E) If the Trustee have been called for redemption. When an Indemnified Party incurs expenses or renders services after an Event of Default pursuant to clause (xspecified in Section 6.01(8) or (xi) of Section 7.01(A9) occurs, then such expenses (including the reasonable fees and expenses of its counsel) and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy LawCode. The obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, termination of the Collateral Agreements or the other Indenture Documents or the resignation or removal of the Trustee, or the Collateral Agent. The Trustee shall comply with the provisions of TIA Section 312(b)(2) to the extent applicable.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable such compensation for its acceptance of this Indenture and services under this Indenture, Indenture as separately agreed by to with the Company and the TrusteeTrustee from time to time. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture, and for the avoidance of doubt, such lien will not be extended in a manner that would conflict with the Company’s obligations to its other creditors. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company Company, the Note Agents and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.06‎Section 10.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision final, non-appealable order of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B‎Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 ‎Section 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.06‎Section 10.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (x‎(viii) or (xi‎(ix) of Section ‎Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture and the Notes as separately agreed by the Company and the TrusteeTrustee shall from time to time agree in writing. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company and the Guarantors, jointly and severally, will indemnify the Trustee (in each of its capacities under this Indenturecapacities) and its directors, officers, employees and agents, in their capacities as such, agents against any and all losses, liabilities or 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 or the Guarantors (including this Section 11.0611.06 and the provisions of Article 9) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its gross negligence or willful misconduct, as determined by a final decision final, non-appealable order of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 Article 11 will survive the resignation or removal of the Trustee and and/or the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.06hereunder, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause clauses (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time shall pay to time, pay the Trustee and the Note Agents reasonable Registrar (each an “Indemnified Party”) from time to time such compensation for its acceptance of this Indenture and their respective services under this Indentureas Trustee, Collateral Agent, Paying Agent or Registrar, as separately the case may be, as shall be agreed upon in writing signed by the Company and the TrusteeCompany. The Trustee’s compensation will shall not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the The Company will shall reimburse the Trustee promptly each Indemnified Party upon request for all reasonable disbursements, advances and out-of-pocket expenses incurred or made by it under in connection with the performance of its duties under, as the case may be, this Indenture, including the Collateral Agreements or the Intercreditor Agreement. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trusteeeach of such Indemnified Party’s agents and counsel. (B) . The Company will indemnify the Trustee (in hereby indemnifies each Indemnified Party for, and holds each of its capacities under this Indenture) and its directorsthem harmless against, officersany loss, employees and agentscost, in their capacities as suchclaim, against any and all losses, liabilities liability or expenses expense incurred by it any of them except to the extent caused by any negligence, bad faith or willful misconduct on the part of such Indemnified Party, arising out of or in connection with the acceptance or administration of its duties under this Indenture, the Collateral Agreements or the Intercreditor Agreement, or the administration of this trust, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 11.067.07) and defending itself themselves against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its their rights, powers or duties under this Indenture, except to hereunder or thereunder (including the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision reasonable fees and expenses of a court of competent jurisdictioncounsel). The Trustee will promptly shall notify the Company promptly of any claim asserted against an Indemnified Party for which such Indemnified Party has advised the Trustee that it may seek indemnity, but indemnity hereunder. Failure by the Trustee’s failure Trustee to so notify the Company will shall not relieve the Company of its obligations under this Section 11.06(B), paragraph except to the extent the Company is such failure has materially prejudiced by such failurethe Company. The Company will shall defend the claim and the Indemnified Party shall cooperate in the defense; provided that any settlement of a claim shall be approved in writing by the Indemnified Party if such settlement would result in an admission of liability by the Indemnified Party or if such settlement would not be accompanied by a full release of the Indemnified Party for all liability arising out of the events giving rise to such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by The Indemnified Party may at its option have separate counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, its own choosing and the Company will shall pay the reasonable fees and expenses of such counsel (including counsel; provided that the reasonable Company shall not be required to pay such fees and expenses if it assumes the Indemnified Party’s defense and there is no conflict of counsel to interest between the Trustee incurred Company and the Indemnified Party in evaluating whether connection with such a conflict exists)defense as reasonably determined by the Company. The Company need not pay for any settlement of any such claim made without its written consent, which consent will shall not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) . To secure the Company’s payment obligations in this Section 11.067.07, the Trustee will each Indemnified Party shall have a lien prior to the Notes on all money or property Collateral held or collected by the Trustee, in its capacity as Trustee, except that assets or money held in trust to pay principal of, of or interest on, on particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee . When an Indemnified Party incurs expenses or renders services after an Event of Default pursuant to clause (x) or (xi) of specified in Section 7.01(A6.01(6) occurs, then such expenses (including the reasonable fees and expenses of its counsel) and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy LawCode. The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, termination of the Collateral Agreements or the Intercreditor Agreement or the resignation or removal of the Trustee. The Trustee shall comply with the provisions of TIA Section 312(b)(2) to the extent applicable.

Compensation and Indemnity. (A) The Company will, agrees: (a) to pay to the Trustee from time to time, pay and the Trustee and the Note Agents reasonable shall be entitled to, such compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation will shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. In addition ); (b) to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by it under the Trustee in accordance with any provision of this Indenture, Indenture or any documents executed in connection herewith (including the reasonable compensationcompensation and the expenses, advances and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, bad faith or willful misconduct; and (c) to indemnify the Trustee or any predecessor Trustee and their agents, officers, directors and employees for, and to hold them harmless against, any loss, damage, claim, liability, cost or expense (including attorneys' fees and expenses and taxes (other than taxes based upon, measured by or determined by the income of the Trustee’s agents and counsel. (B)) The Company will indemnify the Trustee (in each of incurred without negligence, misconduct or bad faith on its capacities under this Indenture) and its directorspart, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionhereunder. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s 's payment obligations in this Section 11.067.07, the Trustee will 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 ofinterest installments, Liquidated Damages, if any, the Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest oninterest, if any, due on overdue amounts, as the case may be, in respect of any particular Notes, which lien will Securities. The Company's payment obligations pursuant to this Section 7.07 shall survive the discharge of this Indenture. (E) If Indenture or the earlier termination or resignation of the Trustee. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default pursuant to clause (xspecified in Section 6.01(e) or (xi) of Section 7.01(A) occurs6.01(f), then such expenses and the compensation for such services (expenses, including the fees reasonable charges and expenses of its agents and counsel) , are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy law.

Compensation and Indemnity. (A) The Company will, agrees to: (a) pay to the Trustee from time to time, pay the Trustee and the Note Agents reasonable time such compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation will shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will ); (b) reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by it under the Trustee in accordance with any provision of this Indenture, Indenture (including the compensation and the reasonable compensationexpenses, advances and disbursements of its agents and expenses counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct; and (c) fully indemnify the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claim, liability, cost or expense (including attorney’s fees and expenses, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee’s agents and counsel. (B)) The Company will indemnify the Trustee (in each of incurred without negligence or willful misconduct on its capacities under this Indenture) and its directorspart, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, 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, or in connection with enforcing the provisions of this Section 9.7. With regard to its indemnification rights under this IndentureSection 9.7(c) where the Company has assumed the defense in any action or proceeding, except the Trustee shall have the right to the extent employ separate counsel in any such loss, liability action or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify proceeding and participate in the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, investigation and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counseldefense thereof, and the Company will shall pay the reasonable fees and expenses of such separate counsel; provided, however, that the Trustee may only employ separate counsel at the expense of the Company if in the judgment of the Trustee (including the reasonable fees and expenses i) a conflict of counsel interest exists by reason of common representation or (ii) there are legal defenses available to the Trustee incurred that are different from or are in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of addition to those available to the Company under this Section 11.06 will survive or if all parties commonly represented do not agree as to the resignation action (or removal inaction) of the Trustee and the discharge of this Indenture. (D) counsel. To secure the Company’s payment obligations in this Section 11.069.7, the Trustee will 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 the principal ofamount, Designated Event Purchase Price or interest on(inclusive of Additional Interest, if any) as the case may be, on particular Notes, which lien will Securities. The Company’s payment obligations pursuant to this Section 9.7 shall survive the discharge of this Indenture. (E) If Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default pursuant to clause (xspecified in Section 8.1(i) or (xi) of Section 7.01(A) occurs8.1(j), then such the expenses and the compensation for such services (including the fees reasonable charges and expenses of its agents and counsel) , are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company willagrees: (a) to pay each of the Collateral Agent, the Custodial Agent and the Securities Intermediary from time to time, pay the Trustee and the Note Agents reasonable time such compensation for its acceptance of this Indenture and services under this Indenture, as separately shall be agreed by in writing between the Company and the Trustee. The Trustee’s compensation will not be limited Collateral Agent, Custodial Agent or the Securities Intermediary, as the case may be, for all services rendered by any law on compensation each of a trustee of an express trust. In addition them hereunder; and (b) to indemnify the compensation for the Trustee’s servicesCollateral Agent, the Company will reimburse Custodial Agent and the Trustee promptly upon request for all reasonable disbursementsSecurities Intermediary and their officers, advances directors and expenses incurred or made by it under this Indentureagents for, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in to hold each of them harmless from and against, any loss, liability or reasonable out-of-pocket expense incurred without negligence, willful misconduct or bad faith on its capacities under this Indenture) and its directorspart, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its powers and duties under this IndentureAgreement, including the reasonable out-of-pocket costs and expenses of enforcing this Indenture against the Company (including this Section 11.06reasonable fees and expenses of counsel) and of defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its such powers and duties or duties under this Indenture, except to the extent any collecting such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionamounts. The Trustee will Collateral Agent, the Custodial Agent and the Securities Intermediary shall each promptly notify the Company of any third party claim for which it may seek indemnity, but give rise to the Trustee’s failure to so notify indemnity hereunder and give the Company will not relieve the opportunity to control the defense of such claim with counsel reasonably satisfactory to the indemnified party, provided no conflict of interest exists, and if the Company of its obligations under this Section 11.06(B)so elects to assume such defense, except to the extent the Company is materially prejudiced shall in good faith defend the Collateral Agent, the Custodial Agent or the Securities Intermediary (in which case all attorney's fees and expenses shall be borne by such failurethe Company). The Company will defend such claimCollateral Agent, and the Trustee will cooperate in such defense. If Custodial Agent or the Trustee is advised by counsel that it Securities Intermediary may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, counsel and the Company will shall pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists)counsel. The Company need not pay for any No compromise or settlement of any such claim made claims may be effected by any party without its consent, the other parties' consent (which consent will shall not be unreasonably withheld. ) unless (Ci) there is no finding or omission of any violation of law and no effect on any other claims that may be made against any of such other parties and (ii) the sole relief provided is monetary damages that are paid in full by the party seeking the compromise or settlement. The obligations provisions of the Company under this Section 11.06 will 8.6(b) shall survive the termination of this Agreement or the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.06Collateral Agent, the Trustee will have a lien prior to Custodial Agent or the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, or interest on, particular Notes, which lien will survive the discharge of this IndentureSecurities Intermediary. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (x) or (xi) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable such compensation for its acceptance of this Indenture and services under this Indenture, Indenture as separately agreed by the Company and the Trusteeparties agree in writing from time to time. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify indemnify, defend and protect the Trustee (in each of its capacities any capacity under this Indenture or other documents or transactions entered into in connection with this Indenture) and its directorsagents, employees, officers, employees stockholders and agentsdirectors, in their capacities as suchand hold them harmless, from and against any and all losses, liabilities or expenses including taxes (other than taxes based upon, measured by or determined by the taxable income of the Trustee) incurred by it (including reasonable attorneys’ fees and expenses and court costs) 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its gross negligence or willful misconduct, misconduct as determined by a final decision final, non-appealable judgment of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the The Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists)counsel. The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable such compensation for its acceptance of this Indenture and services under this Indenture, Indenture as separately agreed by to with the Company and the TrusteeTrustee from time to time. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture, and for the avoidance of doubt, such lien will not be extended in a manner that would conflict with the Company’s obligations to its other creditors. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, and the Guarantor agree: (a) to pay to the Trustee from time to time, pay time such compensation as the Company or the Guarantor and the Trustee and the Note Agents reasonable shall from time to time agree in writing for all services rendered by it hereunder (which compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. In addition ); (b) to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by it under the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensationcompensation and the expenses, advances and disbursements of its agents and expenses counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to indemnify the Trustee or any predecessor, Trustee and their agents for, and to hold them harmless against, any loss, damage, claim, liability, cost or expense (including attorney's fees and taxes (other than taxes based upon, measured by or determined by the income of the Trustee’s agents and counsel. (B)) The Company will indemnify the Trustee (in each of incurred without negligence or bad faith on its capacities under this Indenture) and its directorspart, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, the Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionhereunder. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s 's or the Guarantor's payment obligations in this Section 11.067.07, the Trustee will 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 ofthe Principal Amount at Maturity, Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase Price, Change in Control Purchase Price, contingent interest, interest payable pursuant to Article 10, or interest oninterest, if any, as the case may be, on particular NotesSecurities, which lien will or Common Stock delivered upon a conversion pursuant to Article 11, or the cash equivalent thereof. The Company's or the Guarantor's payment obligations pursuant to this Section 7.07 shall survive the discharge of this Indenture. (E) If Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default pursuant to clause (xspecified in Section 6.01(5) or (xi) of Section 7.01(A) occurs6), then such the expenses and the compensation for such services (including the fees reasonable charges and expenses of its agents and counsel) , are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, Indenture as separately mutually agreed by in writing between the Company Trustee and the TrusteeCompany. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities any capacity under this Indenture) and its officers, directors, officers, employees and agents, in their capacities as such, agents and any authenticating agent against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is may be attributable to its negligence negligence, bad faith or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, agrees to: (a) pay to the Trustee from time to time, pay the Trustee and the Note Agents reasonable time such compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation will shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will ); (b) reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by it under the Trustee in accordance with any provision of this Indenture, Indenture (including the compensation and the reasonable compensationexpenses, advances and disbursements of its agents and expenses counsel), except any such expense, disbursement or advance as may be attributable to its own negligence or willful misconduct; and (c) fully indemnify the Trustee or any predecessor Trustee and their agents for, and hold them harmless against, any and all loss, damage, claim, liability, cost or expense (including attorney's fees and expenses, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee’s agents and counsel. (B)) The Company will indemnify incurred without the Trustee (in each of its capacities under this Indenture) and its directorsTrustee's negligent action, officersnegligent failure to act or willful misconduct, employees and agents, in their capacities as such, against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenturetrust, including the costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, Company or any Holder or any other Personperson) or liability in connection with the exercise or performance of any of its powers or duties under hereunder, or in connection with enforcing the provisions of this Indenture, except to the extent any such loss, liability or expense is attributable Section 9.7. With regard to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations indemnification rights under this Section 11.06(B), except to the extent 9.7(c) where the Company is materially prejudiced by such failure. The Company will defend such claimhas assumed the defense in any action or proceeding, and the Trustee will cooperate shall have the right to employ separate counsel in any such defense. If action or proceeding and participate in the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counselinvestigation and defense thereof, and the Company will shall pay the reasonable fees and expenses of such separate counsel; provided, however, that the Trustee may only employ separate counsel at the expense of the Company if in the judgment of the Trustee (including the reasonable fees and expenses i) a conflict of counsel interest exists by reason of common representation or (ii) there are legal defenses available to the Trustee incurred that are different from or are in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of addition to those available to the Company under this Section 11.06 will survive or if all parties commonly represented do not agree as to the resignation action (or removal inaction) of the Trustee and the discharge of this Indenture. (D) counsel. To secure the Company’s 's payment obligations in this Section 11.069.7, the Trustee will 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 the principal ofamount, Redemption Price, Purchase Price, Fundamental Change Purchase Price or interest on(including Contingent Interest and Additional Interest, if any), as the case may be, on particular Notes, which lien will . The Company's payment obligations pursuant to this Section 9.7 shall survive the discharge of this Indenture. (E) If Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services expenses, after an Event the occurrence of a Default pursuant to clause (xspecified in Section 8.1(j) or (xi) of Section 7.01(A) occurs8.1(k), then such the expenses and the compensation for such services (including the fees reasonable charges and expenses of its agents and counsel) , are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable such compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section ‎Section 11.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, (as determined by a final decision of a court of competent jurisdiction) to its negligence or willful misconduct. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section ‎Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section ‎Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section ‎Section 11.06, the Trustee 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 amount of, or accrued and unpaid interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (x) or (xi‎(ix)or ‎(x) of Section ‎Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. (F) For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Trustee in this ‎Section 11.06, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee and each other agent, custodian and other Person employed to act on behalf of the Trustee hereunder.

Compensation and Indemnity. (A) The Company willagrees to pay to the Trustee, the Registrar, the Transfer Agent and the Paying Agent from time to time, pay the Trustee and the Note Agents reasonable time such compensation for its acceptance of this Indenture and services under this Indenture, hereunder as separately agreed by the Company and the Trusteeparties may from time to time agree in writing in a signed fee letter. The Trustee’s compensation will shall not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s servicesExcept as otherwise expressly provided herein, the Company will agrees to reimburse each of the Trustee promptly Trustee, the Registrar, the Transfer Agent, the Paying Agent and the other agent parties hereunder upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by it under any of them in accordance with any provision of this Indenture, Indenture (including the reasonable compensation, compensation and the expenses and disbursements and expenses of the Trustee’s its agents and counsel. (B) The ), except any such expense, disbursement or advance as may be attributable to its willful misconduct, negligence or bad faith. Each of the Company will and each Subsidiary Guarantor, jointly and severally, shall indemnify each of the Trustee or any predecessor Trustee (in each which for purposes of its capacities under this Indenture) and Section 7.06 shall be deemed to include its directors, officers, employees agents and agentsemployees), in their capacities as suchthe Registrar, the Transfer Agent, the Paying Agent and the other agent parties hereunder against any and all lossesloss, liabilities liability or expenses expense (including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) and reasonable and documented attorneys’ fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of this trust and/or the performance of its duties under this Indenturehereunder, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under hereunder, or in connection with enforcing the provisions of this IndentureSection 7.06, except to the extent any that such loss, damage, claim, liability or expense is attributable due to its negligence or own willful misconduct, as determined by a final decision of a court of competent jurisdictionnegligence or bad faith. The Trustee will promptly Trustee, the Registrar, the Transfer Agent, the Paying Agents or the other agent parties hereunder, as applicable, shall notify the Company promptly of any claim for which it may seek indemnity, but . Failure by the Trustee’s failure , the Registrar, the Transfer Agent, and the Paying Agent or the other agent parties hereunder to so notify the Company will shall not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failurehereunder. The Company will shall defend such claim, the claim and the Trustee will cooperate in such defense. If Trustee, the Trustee is advised by counsel that it Registrar, the Transfer Agent, the Paying Agent or the other agent parties hereunder may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, counsel and the Company will shall pay the reasonable and documented fees and expenses of such counsel (including counsel; provided that the Company shall not be required to pay such fees and expenses if it assumes such indemnified party’s defense and, in such indemnified party’s reasonable judgment, there is no conflict of interest between the Company and such parties in connection with such defense. In no event shall the Company be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from its own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the Trustee incurred in evaluating whether such a conflict exists)same jurisdiction arising out of the same general allegations or circumstance. The Company does not need not to pay for any settlement of any such claim made without its consent, which consent will shall not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) . To secure the Company’s payment obligations in this Section 11.067.06, the Trustee will shall have a lien prior to the Notes on all money or property held or collected by the Trustee, except that Trustee in any capacity other than money or property held in trust to pay principal ofof and interest and Additional Amounts, or interest onif any, on particular Notes. The Company agrees to pay by wire transfer the fees and expenses of the Trustee, which lien will each Paying Agent and their respective counsel in connection with the negotiation, execution and delivery of this Indenture within three Business Days of receipt of invoices for such fees and expenses. The Company’s indemnity and payment obligations pursuant to this Section 7.06 shall survive the discharge of this Indenture. (E) If , final payment on the Notes or the resignation or removal of the Trustee or the other agent parties hereunder. When the Trustee incurs expenses or renders services after the occurrence of an Event of Default pursuant to clause (xspecified in Section 6.01(6) or (xi7) of Section 7.01(A) occurswith respect to the Company, then such the expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the U.S. Bankruptcy LawCode.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenturecapacities) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence negligence, bad faith or willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xix) or (xix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Company: (Aa) The Company will, will pay to the Trustee from time to time, pay the Trustee and the Note Agents reasonable such compensation for its acceptance of this Indenture and services under this Indenture, as separately shall be agreed by to in writing from time to time between the Company and the Trustee. The Trustee’s Trustee for all services rendered by it hereunder, which compensation will shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company ; (b) will reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by it under the Trustee in accordance with any provision of this Indenture, including the reasonable compensation, disbursements and reasonable expenses of its agents and counsel, except to the extent any such compensation, disbursement or expense shall be determined to have been caused by its own negligence or willful misconduct; and (c) will fully indemnify each of the Trustee’s , the predecessor Trustee and their agents for, and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directorshold them harmless against, officers, employees and agents, in their capacities as such, against any and all lossesloss, liabilities liability, claim, damage or expenses incurred expense, including taxes (other than taxes based upon, measured by it or determined by the income of the Trustee), arising out of or in connection with the acceptance or administration of this trust or the performance of its duties under this Indenturehereunder, including the reasonable costs and expenses of enforcing the provisions of this Indenture against the Company (including this Section 11.06) and any Subsidiary Guarantors and defending itself against or investigating any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under hereunder, or in connection with enforcing the provisions of this IndentureSection, except to the extent that any such loss, liability or expense is attributable shall be determined to have been caused by its own negligence or willful misconduct, as determined by a final decision . As security for the performance of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the TrusteeCompany’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.067.07, the Trustee will shall have a lien prior to the Notes on all money funds or property held or collected by the Trustee, except for those funds that are held in trust to pay the principal ofof or interest, or interest onif any, particular on the Notes, which lien will . The Company’s payment obligations pursuant to this Section 7.07 shall survive the discharge of this Indenture. (E) If Indenture and resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after an Event the occurrence of Default pursuant to clause (x) or (xi) of a default specified in Section 7.01(A) occurs6.01(a)(6), then such expenses and the compensation for such services (expenses, including the reasonable fees and expenses of its agents and counsel) , are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, from time to time, pay the Trustee and the Note Agents reasonable compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. In addition to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. (B) The Company will indemnify the Trustee (in each of its capacities under this Indenture) and its directors, officers, employees and agents, in their capacities as such, against any and all losses, liabilities or 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 (including this Section 11.0610.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision final, non-appealable order of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 10.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.0610.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (xviii) or (xiix) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. (A) The Company will, agrees: (a) to pay to the Trustee from time to time, pay the Trustee and the Note Agents reasonable time such compensation for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation will shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. In addition ); (b) to the compensation for the Trustee’s services, the Company will reimburse the Trustee promptly upon its request for all reasonable disbursementsexpenses, disbursements and advances and expenses incurred or made by it under the Trustee in accordance with any provision of this Indenture, Indenture (including the reasonable compensationcompensation and the expenses, advances and disbursements and expenses of the Trustee’s its agents and counsel.), except any such expense, disbursement or advance as may be attributable to its own negligence, willful misconduct or bad faith; and (Bc) The Company will to indemnify and hold the Trustee (in each of its capacities under this Indenture) and its directors, officers, agents and employees (collectively, the “Indemnitees”) harmless from and agents, in their capacities as such, against any and all claims, liabilities, losses, liabilities or damages, fines, penalties and expenses, including out-of-pocket, incidental expenses, legal fees and expenses and the allocated costs and expenses of in-house counsel and legal staff (“Losses”) that may be imposed on, incurred by it or asserted against the Indemnitees or any of them for following any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture. In addition to and not in limitation of the immediately preceding sentence, the Company also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against the Indemnitees or any of them in connection with or arising out of or in connection with the acceptance or administration of its duties Trustee’s performance under this Indenture, including provided the costs and expenses of enforcing this Indenture against the Company (including this Section 11.06) and defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection Trustee has not acted with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss, liability or expense is attributable to its negligence or engaged in willful misconduct, as determined by a final decision of a court of competent jurisdiction. The Trustee will promptly notify the Company of any claim for which it may seek indemnity, but the Trustee’s failure to so notify the Company will not relieve the Company of its obligations under this Section 11.06(B), except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, and the Trustee will cooperate in such defense. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.067.07, the Trustee will 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 the principal amount of, or interest onthe Fundamental Change Repurchase Price, Interest or Additional Amounts, if any, as the case may be, on particular NotesSecurities. The Company’s payment, which lien will reimbursement and indemnity obligations pursuant to this Section 7.07 shall survive the satisfaction and discharge of this Indenture. (E) If , the resignation or removal of the Trustee and the termination of this Indenture for any reason. In addition to and without prejudice to its rights hereunder, when the Trustee incurs expenses or renders services after in connection with an Event of Default pursuant to clause (xspecified in Section 6.01(h) or (xi) Section 6.01(i), the expenses, including the reasonable charges and expenses of Section 7.01(A) occurs, then such expenses its counsel and the compensation for such services (including the fees and expenses of its agents and counsel) payable pursuant to Section 7.07(a), are intended to constitute expenses of administration under any Bankruptcy Lawapplicable federal or state bankruptcy, insolvency or similar laws. For the purposes of this Section 7.07, the “Trustee” shall include any predecessor Trustee; provided, however, that except as may be otherwise agreed among the parties, the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Compensation and Indemnity. (A) The Company will, Issuer and the Guarantors shall pay to the Trustee from time to time, pay the Trustee and the Note Agents reasonable compensation time com- pensation as agreed upon in writing for its acceptance of this Indenture and services under this Indenture, as separately agreed by the Company and the Trustee. The Trustee’s hereunder (which compensation will shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). In addition to The Issuer and the compensation for the Trustee’s services, the Company will Guarantors shall reimburse the Trustee promptly upon request for all reasonable reason- able disbursements, expenses and advances and expenses incurred or made by it in connection with the Trustee’s duties under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and external counsel. (B) . The Company will Issuer and the Guarantors, jointly and severally, shall indemnify each of the Trustee (in and its agents, employees, stockholders, directors and officers and any predeces- sor Trustee for, and hold each of its capacities under this Indenture) and its directorsthem harmless against, officers, employees and agents, in their capacities as such, against any and all lossesloss, liabilities damage, claim, lia- bility or expense, including without limitation taxes (other than taxes based on the income of the Trustee) and reasonable attorneys’ fees and expenses (collectively, “Losses”) incurred by it arising out each of or them in connection with the acceptance or administration of this Indenture or the per- formance of its duties under this IndentureIndenture or the exercise of its rights and powers under the Notes and the Guarantees, including the costs and expenses of enforcing this Indenture against the Company (including in- cluding this Section 11.06) 7.07), the Notes and the Guarantees or otherwise arising under this Inden- ture and including the reasonable costs and expenses of defending itself against any claim (whether asserted by any Holder, the CompanyIssuer, any Holder Guarantor or any other Personotherwise) or liability in connection con- nection with the exercise or performance of any of its rights, powers or duties under this Indenturehereunder (in- cluding, except to the extent any such losswithout limitation, liability or expense is attributable to its negligence or willful misconduct, as determined by a final decision of a court of competent jurisdictionsettlement costs). The Trustee will promptly shall notify the Company Issuer and the Guarantors in writing promptly of any third party claim of which a Responsible Officer of the Trustee has actual knowledge asserted against the Trustee for which it may seek indemnityindemnity (each, but a “Third Party Claim”); provided that the Trustee’s failure by the Trustee to so notify the Company will Issuer and the Guarantors shall not relieve the Company Issuer and Guarantors of its their obligations under this Section 11.06(B), hereunder except to the extent the Company is materially prejudiced by such failure. The Company will defend such claim, Issuer and the Trustee will cooperate in such defenseGuarantors are actually prejudiced thereby. If the Trustee is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company, or that there is an actual or potential conflict of interest, then the Trustee may retain separate counsel, and the Company will pay the reasonable fees and expenses of such counsel (including the reasonable fees and expenses of counsel to the Trustee incurred in evaluating whether such a conflict exists). The Company need not pay for any settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 11.06 will survive the resignation or removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s payment obligations in this Section 11.06, the Trustee 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 of, or interest on, particular Notes, which lien will survive the discharge of this Indenture. (E) If the Trustee incurs expenses or renders services after an Event of Default pursuant to clause (x) or (xi) of Section 7.01(A) occurs, then such expenses and the compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.Neither the