Common use of Compensation and Indemnity Clause in Contracts

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, indemnify the Trustee and any predecessor trustee against any and all losses, liabilities, claims, damages or expenses (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7) or (8) of the Base Indenture occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation as agreed upon the Issuers and the Trustee shall from time to time agree in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, shall indemnify each of the Trustee and or any predecessor trustee against Trustee and its agents for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claims, damages or expenses (including reasonable legal fees and expenses) claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) ), liability or expense incurred by it them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, Indenture including the reasonable costs and expenses of enforcing this Supplemental Indenture defending themselves against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity of which a Responsible Officer has received written notice. Failure by the Trustee indemnity, provided that failure to so notify the Issuers provide such notice shall not relieve the Issuers of their obligations hereunderin this Section 8.07. The Issuers shall may, at the request of the Trustee, defend the claim and the Trustee shall cooperate in the defense. The ; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their consent, written consent (which consent shall not be unreasonably withheld). The obligations of Issuers need not reimburse any expense or indemnify against any loss or liability to the Issuers extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfactionIndenture, discharge or termination of this Supplemental Indenture. To to secure the Issuers’ payment obligations in this Section 7.078.07, the Trustee shall have a Lien prior to the Notes on against all money or property held or collected by the Trustee, in its capacity as Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of a Default specified in Sections 6.01(7Section 7.01(8) or (8) of the Base Indenture 7.01(9) occurs, the such expenses and the compensation for such services shall be paid to the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such reasonable compensation as agreed upon the Issuers and the Trustee may agree in writing for its the Trustee’s acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers shalland the Guarantors shall indemnify the Trustee, jointly and severally, indemnify the Trustee and any predecessor trustee against any and all losses, liabilities, claims, damages liabilities or expenses (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers an Issuer, any Guarantor or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined may be attributable to have been caused by its own gross negligence negligence, bad faith or willful misconduct. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel; provided that the Issuers and the Guarantors will not be required to pay such fees and expenses if they assume the Trustee’s defense with counsel acceptable to and approved by the Trustee (such approval not to be unreasonably withheld) and there is no conflict of interest between the Issuers and the Trustee in connection with such defense. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence, bad faith or willful misconduct of the Trustee. The obligations of the Issuers in and the Guarantors under this Section 7.07 shall survive resignation or removal of the Trustee satisfaction and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property that held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7Section 6.01(i) or (8) of the Base Indenture j) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunderhereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable and documented out-of-pocket disbursements, advances and expenses properly incurred or made by it in addition to the compensation for its servicesit. Such expenses shall include the reasonable and documented compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers shallIssuer and the Guarantors, jointly and severally, shall indemnify the Trustee for, and any predecessor trustee against hold the Trustee harmless against, any and all lossesloss, liabilitiesdamage, claims, damages liability or expenses expense (including reasonable legal attorneys’ fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Supplemental Indenture, hereunder (including the reasonable costs and expenses of enforcing this Supplemental Indenture against the Issuers Issuer or any of the Guarantors (including this Section 7.07) and or defending itself against any claim (whether asserted by any Holder, the Issuers Issuer or any Holder Guarantor, or any other person) Person or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except to the extent any ) (but excluding taxes imposed on such loss, damage, claim, liability persons in connection with compensation for such administration or expense determined to have been caused by its own gross negligence or willful misconductperformance). The Trustee shall notify the Issuers Issuer promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its obligations hereunder. The Issuers Issuer shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer’s expense in the defense. The Trustee may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Trustee may only employ separate counsel at the expense of the Issuer if (a) the Issuer has not otherwise assumed the Trustee’s defense or (b) in the judgment of the Trustee, (i) a conflict of interest exists by reason of common representation or (ii) there are legal defenses available to the Trustee that are different from or are in addition to those available to the Issuer. The Issuers need not Neither the Issuer nor any Guarantor shall be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence. Neither the Issuer nor any Guarantor shall be required to pay for any settlement made without their its consent, which consent shall not be unreasonably withheld. In no event shall the Issuer or any Guarantor be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Issuer or any Guarantor has been advised of the likelihood of such loss or damage and regardless of the form of action. The obligations of the Issuers in Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental IndentureTrustee. To secure the Issuers’ payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such for money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7Section 6.01(6) or (8) of the Base Indenture 7) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Parent Guarantor shall, jointly and severally, indemnify the Trustee and any predecessor trustee against any and all losses, liabilities, claims, damages or expenses (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections Section 6.01(7) or (8) of the Base Indenture occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as agreed upon the Issuer and the Trustee shall from time to time agree in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, Issuer shall indemnify each of the Trustee and or any predecessor trustee against Trustee and its agents for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claims, damages or expenses (including reasonable legal fees and expenses) claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) ), liability or expense incurred by it them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, trust including the reasonable costs and expenses of enforcing this Supplemental Indenture defending themselves against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity indemnity. The Issuer may, subject to the approval of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers (which approval shall not relieve the Issuers of their obligations hereunder. The Issuers shall be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of Issuer need not reimburse any expense or indemnify against any loss or liability to the Issuers in this Section 7.07 shall survive resignation or removal of extent incurred by the Trustee and the satisfactionthrough its negligence, discharge bad faith or termination of this Supplemental Indenturewillful misconduct. To secure the Issuers’ Issuer’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on against all money or property held or collected by the Trustee, in its capacity as Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of a Default specified in Sections Section 6.01(7) or (8) of the Base Indenture 6.01(8) occurs, the such expenses and the compensation for such services shall be paid to the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Company shall pay to the Trustee from time to time such compensation as agreed upon the Company and the Trustee shall from time to time agree in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as shall have been caused by the Trustee’s own negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Issuers shallCompany and the Guarantors, jointly and severally, shall indemnify each of the Trustee and or any predecessor trustee against Trustee and its agents, employees, officers, stockholders and directors for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claims, damages or expenses (including reasonable legal fees and expenses) claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) ), liability or expense incurred by it them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, trust including the reasonable costs and expenses of enforcing this Supplemental Indenture defending themselves against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers Company promptly of any claim for which it may seek indemnity asserted against the Trustee or any of its agents, employees, officers, stockholders and directors of which a Responsible Officer has received written noticenotice for which it may seek indemnity. Failure by The Company may, subject to the approval of the Trustee to so notify the Issuers (which approval shall not relieve the Issuers of their obligations hereunder. The Issuers shall be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents, employees, officers, stockholders and directors subject to the claim may have one firm of separate counsel (plus, with the prior written consent of the Company (not to be unreasonably withheld) and upon the reasonable request by the Trustee to the Company, a second firm of separate counsel) at any one time and the Issuers Company shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Company, on the one hand, and the Trustee and its agents, employees, officers, stockholders and directors subject to the claim, on the other hand, in connection with such defense as reasonably determined by the Trustee. The Issuers Company need not pay or indemnify for any settlement made without their consent, its written consent (which consent shall not be unreasonably withheld). The obligations Company need not reimburse any expense or indemnify against any loss, damage, claim, liability or expense to the extent caused by any negligence, bad faith or willful misconduct of the Issuers in this Section 7.07 shall survive resignation Trustee, any predecessor Trustee, or removal any of the Trustee and the satisfactiontheir respective employees, discharge officers, stockholders or termination of this Supplemental Indenturedirectors. To secure the Issuers’ Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien senior claim prior to the Notes on against all money or property held or collected by the Trustee, in its capacity as Trustee, except such money or property funds held in trust by for the Trustee to pay payment of principal of, or premium, if any, or interest on, or other amounts due under, the principal of and interest on any Notes. Such Lien shall survive Notes or the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental IndentureNote Guarantees. When the Trustee incurs expenses or renders services after an Event of a Default specified in Sections Section 6.01(7) or (8) of the Base Indenture occurs, the such expenses and the compensation for such services shall be paid to the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such reasonable compensation for its services as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunderby the parties hereto. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all disbursementsreasonable, advances and documented out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and reasonable, documented out-of-pocket expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers shall, jointly and severally, Issuer shall indemnify the Trustee and any predecessor trustee against any and all lossesloss, liabilitiesliability, claimsclaim, damages or expenses damage, penalty, action, suit, cost and expense (including reasonable legal attorneys’ fees and expenses) including out-of-pocket expenses and 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 the trust hereunder and/or the transactions contemplated under this Supplemental IndentureIndenture and the Trustee shall have no liability or responsibility for any action or inaction on the part of any Paying Agent, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers Registrar, Authentication Agent or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductsuccessor trustee. The Trustee shall notify the Issuers Issuer promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its obligations hereunderhereunder except to the extent that the Issuer shall have been actually prejudiced as a result of such failure. The Issuers Issuer shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer’s expense in the defense. The Trustee may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer shall not be required to pay such fees and expenses if it assumes the Trustee’s defense and, in the Trustee’s reasonable judgment, there is no actual or potential conflict of interest between the Issuer and the Trustee in connection with such defense. The Issuers Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence. The Issuer need not pay for any settlement made by the Trustee without their the Issuer’s consent, which such consent shall not to be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, successors and the satisfaction, discharge or termination of this Supplemental Indentureassigns. To secure the Issuers’ Issuer’s payment obligations in this Section 7.07Section, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except such Trustee other than money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien The Issuer’s payment obligations pursuant to this Section shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(76.01(g) or (8) of 6.01(h) with respect to the Base Indenture occursIssuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Law. The provisions of this Section 7.07 shall survive the satisfaction and discharge or termination, for any reason, of this Indenture and the resignation or removal of the Trustee.

Compensation and Indemnity. The Issuers Issuer and the Guarantors shall pay to the Trustee from time to time reasonable compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Issuers Issuer and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, expenses and advances and expenses incurred or made by it in addition to connection with the compensation for its services. Such expenses shall include Trustee’s duties under this Indenture, including, but not limited to, the reasonable compensation, disbursements and expenses of the Trustee’s agents and counselexternal counsel and such additional fees as may be applicable in the event of a potential Event of Default, an Event of Default or in relation to the exceptional duties. The Issuers shallIssuer and the Guarantors, jointly and severally, shall indemnify each of the Trustee and its agents, employees, stockholders, directors and officers and any predecessor trustee against Trustee for, and hold each of them harmless against, any and all lossesloss, liabilitiesdamage, claimsclaim, damages liability or expenses (expense, including reasonable legal fees and expenses) including without limitation taxes (other than taxes based upon, measured by or determined by on the income of the Trustee) and reasonable 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 Supplemental Indenture, Indenture and including the reasonable costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder (including, except to the extent any such losswithout limitation, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductsettlement costs). The Trustee shall notify the Issuers Issuer and the Guarantors in writing promptly of any claim of which a Responsible Officer of the Trustee has actual knowledge asserted against the Trustee for which it may seek indemnity of which a Responsible Officer has received written notice. Failure indemnity; provided that the failure by the Trustee to so notify the Issuers Issuer and the Guarantors shall not relieve the Issuers Issuer and Guarantors of their obligations hereunder. The Issuers shall defend hereunder except to the claim extent the Issuer and the Trustee shall cooperate in Guarantors are actually prejudiced thereby. In the defense. The event that a conflict of interest exists, the Trustee may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers Notwithstanding the foregoing, the Issuer and the Guarantors need not pay reimburse the Trustee for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation expense or removal of indemnify it against any loss or liability to have been incurred by the Trustee and the satisfactionthrough its own negligence, discharge bad faith or termination of this Supplemental Indenturewillful misconduct. To secure the Issuers’ payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, Trustee except for such money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien lien shall survive the satisfaction and discharge of this Indenture. 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 the Issuer and each of the Guarantors and shall survive the resignation or removal of the Trustee and the satisfaction and satisfaction, discharge or other termination of this Supplemental Indenture, including any termination or rejection hereof under any Bankruptcy Law. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7Section 6.01 (7) or (8) of the Base Indenture occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any applicable Bankruptcy Law. For purposes of this Section 7.07, the term “Trustee” shall include any trustee appointed pursuant to this Article Seven. The provisions of this Section 7.07 shall apply to Trustee in its capacity as Paying Agent, Transfer Agent or Registrar and any other Agent under this Indenture. The provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as agreed upon the Issuer and the Trustee shall from time to time agree in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, Issuer shall indemnify each of the Trustee and or any predecessor trustee against Trustee and its agents for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claims, damages or expenses (including reasonable legal fees and expenses) claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) ), liability or expense incurred by it them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, trust including the reasonable costs and expenses of enforcing this Supplemental Indenture defending themselves against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity indemnity. The Issuer may, subject to the approval of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers (which approval shall not relieve the Issuers of their obligations hereunder. The Issuers shall be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of Issuer need not reimburse any expense or indemnify against any loss or liability to the Issuers in this Section 7.07 shall survive resignation or removal of extent incurred by the Trustee and the satisfactionthrough its negligence, discharge bad faith or termination of this Supplemental Indenturewillful misconduct. To secure the Issuers’ Issuer’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on against all money or property held or collected by the Trustee, in its capacity as Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of a Default specified in Sections Section 6.01(6) or 6.01(7) or (8) of the Base Indenture occurs, the such expenses and the compensation for such services shall be paid to the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. (1) The Issuers Issuer shall pay to the Trustee from time to time such compensation as agreed upon the Issuer and the Trustee shall from time to time agree in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition accordance with any provision of this Indenture, except any such disbursements, expenses and advances as may be attributable to the compensation for its servicesTrustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. . (2) The Issuers shall, jointly and severally, Issuer shall indemnify the Trustee for, and any predecessor trustee against hold it harmless against, any and all lossesloss, liabilitiesdamage, claims, damages liability or expenses (including reasonable legal fees and expenses) including taxes (other than taxes based uponexpense incurred by them except for such actions to the extent caused by any negligence, measured by bad faith or determined by the income of willful misconduct on the Trustee) incurred by it ’s part, arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, trust (including the costs and expenses of enforcing this Supplemental Indenture or a Guarantee against the Issuers Issuer or a Guarantor (including this Section 7.07) and the reasonable costs and expenses of defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its rights, powers or duties hereunderhereunder (whether asserted by the Issuer, except to the extent any such loss, damage, claim, liability Guarantor or expense determined to have been caused by its own gross negligence or willful misconductany other Person)). The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee for which it may seek indemnity indemnity. The Issuer may, subject to the approval of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers (which approval shall not relieve the Issuers of their obligations hereunder. The Issuers shall be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel with respect to such claim and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuer and the Trustee subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of Issuer need not reimburse any expense or indemnify against any loss or liability to the Issuers in this Section 7.07 shall survive resignation or removal of extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding Section 4.12, to secure the Issuer’s and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the IssuersGuarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on against all money or property held or collected by the Trustee, in its capacity as Trustee, except such money or property with respect to funds held in trust by for the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation or removal benefit of the Trustee and the satisfaction and discharge holders of this Supplemental Indentureparticular Notes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Sections 6.01(7Section 6.01 (5) or (8) of the Base Indenture occurs6), the such expenses and the compensation for such services shall be paid to the services (including the fees extent allowed under any Bankruptcy Law and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. (a) The Issuers Issuer shall promptly pay to the Trustee from time to time compensation as agreed upon in writing for its acceptance of this Supplemental the Indenture and services hereunderhereunder and under the other Transaction Documents to which the Trustee is a party as the Trustee and the Issuer shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its servicesservices in accordance with the provisions of the Indenture (including, without limitation, the Priority of Payments). Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and outside counsel. The Issuers shall, jointly and severally, indemnify Issuer shall not be required to reimburse any expense incurred by the Trustee through the Trustee’s own willful misconduct, bad faith or negligence. When the Trustee incurs expenses or renders services after an Event of Default or Rapid Amortization Event occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Code. (b) The Issuer shall indemnify and hold harmless the Trustee or any predecessor trustee Trustee and their respective directors, officers, agents and employees from and against any and all lossesloss, liabilitiesliability, claimsclaim, damages or expenses expense (including reasonable legal fees and expenses) including taxes (taxes, other than taxes based upon, measured by or determined by the income of the Trustee or such predecessor Trustee) incurred ), damage or injury suffered or sustained by it reason of any acts, omissions or alleged acts or omissions arising out of or in connection with (i) the acceptance activities of the Trustee or administration of its duties under such predecessor Trustee pursuant to this Supplemental Base Indenture, any Series Supplement or any other Transaction Document to which the Trustee is a party and (ii) the security interest granted hereby, whether arising by virtue of any act or omission on the part of the Issuer or otherwise, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the costs and expenses defense of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any actual or threatened action, proceeding, claim (whether asserted by the Issuers Issuer, the Servicer, the Control Party or any Holder Noteholder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder or under any other Transaction Document, except to the extent preservation of any of its rights to, or the realization upon, any of the Collateral, or in connection with enforcing the provisions of this Section 10.5(b); provided, however, that the Issuer shall not indemnify the Trustee, any predecessor Trustee or their respective directors, officers, employees or agents if such lossacts, damage, claim, liability omissions or expense determined to have been caused by its own gross negligence alleged acts or omissions constitute willful misconduct. The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written notice. Failure , bad faith or negligence by the Trustee to so notify or such predecessor Trustee, as the Issuers case may be. (c) The provisions of this Section 10.5 shall not relieve survive the Issuers termination of their obligations hereunder. The Issuers shall defend the claim Indenture and the Trustee shall cooperate in the defense. The Trustee may have separate counsel resignation and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7) or (8) of the Base Indenture occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time reasonable compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunderhereunder as the Issuers and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all disbursements, advances and reasonable out-of-pocket expenses incurred or made by it it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Securityholders, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers shall, jointly and severally, shall indemnify the Trustee and any predecessor trustee against any and all lossesloss, liabilitiesliability, claimsdamages, damages claims or expenses expense (including reasonable legal attorneys’ fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of without negligence or willful misconduct on its part in connection with the acceptance or administration of this trust and the performance of its duties under this Supplemental Indenturehereunder, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.077.7) and of defending itself against any claim claims (whether asserted by any Securityholder, the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductotherwise). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuers’ expense in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counselcounsel provided that the Issuers shall not be required to pay such fees and expenses if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Issuers and the Trustee in connection with such defense. The Issuers need shall not be under any obligation to pay for any written settlement made without their its consent, which consent shall not be unreasonably delayed, conditioned or withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation need not reimburse any expense or removal of indemnify against any loss, liability or expense incurred by the Trustee and through the satisfaction, discharge Trustee’s own willful misconduct or termination of this Supplemental Indenturenegligence. To secure the Issuers’ payment obligations in this Section 7.07Section, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee, except such Trustee other than money or property held in trust by the Trustee to pay the principal of and interest on any Notesparticular Securities. Such Lien The Issuers’ payment obligations pursuant to this Section shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(7clause (7) or (8) of Section 6.1 with respect to the Base Indenture occursCompany, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as shall be agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall pay or reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it the Trustee in accordance with any of the provisions hereof or any other documents executed in connection herewith including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements disbursements, charges, advances and expenses of the Trustee’s agents and counselcounsel and of all persons not regularly in its employ. The Issuers shallIssuer shall indemnify, jointly defend and severally, indemnify hold harmless the Trustee and any predecessor trustee its officers, directors, employees, representatives and agents, from and against and reimburse the Trustee for any and all claims, obligations, losses, liabilities, claims, damages or expenses (including reasonable legal attorneys’ fees and expenses) including taxes ), damages, injuries (to person, property, or natural resources), penalties, stamp or other than taxes based uponsimilar taxes, measured actions, suits, judgments of whatever kind or nature regardless of their merit, demanded, asserted, claimed or incurred by or determined against the Trustee directly or indirectly relating to, or arising from, claims against the Trustee by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration reason of its duties under this Supplemental Indentureparticipation in the transactions contemplated hereby, including without limitation, the costs and expenses of enforcing this Supplemental Indenture against the Issuers Issuer (including this Section 7.077.05) and defending itself against any claim (whether asserted by the Issuers all reasonable costs required to be associated with claims for damages to persons or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunderproperty, and reasonable attorneys’ and consultants’ fees and expenses and court costs, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own the Trustee gross negligence or willful misconduct. The Trustee shall notify the Issuers Issuer promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its obligations hereunder. The Issuers shall Issuer shall, at the sole discretion of the Trustee, defend the claim and the Trustee shall may cooperate and may participate at the Issuer’s expense in the such defense. The Alternatively, the Trustee may at its option have separate counsel of its own choosing and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers Issuer need not pay for any settlement made without their its consent, which consent shall may not be unreasonably withheldwithheld or delayed. The obligations of the Issuers in this Section 7.07 Issuer shall survive resignation not reimburse any expense or removal of indemnify against any loss, liability or expense incurred by the Trustee and through the satisfaction, discharge Trustee’s own willful misconduct or termination gross negligence conclusively determined by a court of this Supplemental Indenturecompetent jurisdiction not subject to appeal. To secure the Issuers’ Issuer’s payment obligations in this Section 7.077.05, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notesits capacity as Trustee. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of all Notes under this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(7Section 6.01(a)(ix) with respect to the Issuer or (8) of the Base Indenture occursany Restricted Subsidiary, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under Bankruptcy Law. The Issuer’s obligations under this Section 7.05 and any claim or Lien arising hereunder shall survive the resignation or removal of any Trustee, the satisfaction and discharge of the Issuer’s obligations pursuant to Article Eight and any rejection or termination under any Bankruptcy Law, and the termination of this Indenture.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time compensation for its services as may be agreed upon to from time to time in writing for its the Trustee’s acceptance of its duties under this Supplemental Indenture and services hereunderIndenture. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all disbursements, advances and reasonable expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers shall, Issuer and each Guarantor shall jointly and severally, severally indemnify each of the Trustee and any predecessor trustee against Trustee, their officers, directors, employees and agents, for, and hold each of them harmless against, any and all lossesloss, liabilitiesdamage, claimsclaim, damages liability or expenses (including reasonable legal fees and expenses) expense, including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee) and reasonable 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 Supplemental Indenture, Indenture including the reasonable costs and expenses of enforcing this Supplemental Indenture against the Issuers Issuer (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or Issuer, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconducthereunder (including settlement costs). The Trustee shall notify the Issuers Issuer promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its obligations hereunder. The Issuers Issuer shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer’s expense in the defense. The Trustee may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent; provided, which consent however, that the Issuer shall not be unreasonably withheldrequired to pay such fees and expenses if it assumes the Trustee’s defense and, in the Trustee’s reasonable judgment, there is no conflict of interest between the Issuer and the Trustee in connection with such defense, except the reasonable fees and expenses incurred in the Trustee’s determination of the absence of a conflict of interest between the Issuer and the Trustee. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith as determined by a final order of a court of competent jurisdiction. To secure the Issuer’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of the Issuers in and interest on particular Securities. The Issuer’s obligations pursuant to this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction, discharge or other termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money including any termination or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on rejection hereof under any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental IndentureBankruptcy Law. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections Section 6.01(7) or (8) of with respect to the Base Indenture occursIssuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as agreed upon the Issuer and the Trustee shall from time to time agree in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, Issuer shall indemnify each of the Trustee and or any predecessor trustee against Trustee and its agents for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claims, damages or expenses claims (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) )), liability or expense incurred by it them arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, trust (including the reasonable costs and expenses of enforcing this Supplemental Indenture defending themselves against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder), except in each of the foregoing cases to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence any negligence, bad faith or willful misconductmisconduct on their part. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity indemnity. The Issuer may, subject to the approval of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers (which approval shall not relieve the Issuers of their obligations hereunder. The Issuers shall be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation Issuer need not reimburse any expense or removal of the Trustee and the satisfaction, discharge indemnify against any loss or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior liability to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust extent incurred by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation through its negligence, bad faith or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenturewillful misconduct. When the Trustee incurs expenses or renders services after an Event of a Default specified in Sections 6.01(7Section 6.01(5) or (8) of the Base Indenture Section 6.01(6) occurs, the such expenses and the compensation for such services shall be paid to the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Issuers and the Parent Guarantor shall, jointly and severally, indemnify the Trustee and any predecessor trustee against any and all losses, liabilities, claims, damages or expenses (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ ' payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections Section 6.01(7) or (8) of the Base Indenture occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation as agreed upon the Issuers and the Trustee shall from time to time agree in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence or willful misconduct. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, shall indemnify each of the Trustee and or any predecessor trustee against Trustee and its agents for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claims, damages or expenses (including reasonable legal fees and expenses) claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense (including reasonable and documented attorneys’ fees) incurred by it them except for such actions to the extent caused by any negligence or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, Indenture including the reasonable costs and expenses of enforcing this Supplemental Indenture defending themselves against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder and including in connection with enforcement of its right to indemnity hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity of which a Responsible Officer has received written notice. Failure by the Trustee indemnity, provided that failure to so notify the Issuers provide such notice shall not relieve the Issuers of their obligations hereunderin this Section 8.07. The Issuers shall may, at the request of the Trustee, defend the claim and the Trustee shall cooperate in the defense. The ; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their consent, written consent (which consent shall not be unreasonably withheld). The obligations of Issuers need not reimburse any expense or indemnify against any loss or liability to the Issuers extent incurred by the Trustee through its negligence or willful misconduct. Notwithstanding anything to the contrary in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfactionIndenture, discharge or termination of this Supplemental Indenture. To to secure the Issuers’ payment obligations in this Section 7.078.07, the Trustee shall have a Lien prior to the Notes on against all money or property held or collected by the Trustee, in its capacity as Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of a Default specified in Sections 6.01(7Section 7.01(8) or (8) of the Base Indenture 7.01(9) occurs, the such expenses and the compensation for such services shall be paid to the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer and the Guarantors shall pay to the Trustee and Agents from time to time reasonable compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). Compensation of the Trustee in accordance with its established fee schedule, as it may be amended from time to time, shall be deemed reasonable compensation to the Trustee for its services. The Issuers Issuer and the Guarantors shall reimburse the Trustee promptly and Agents upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to the compensation for connection with its services. Such expenses shall include duties under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly Issuer and severally, the Guarantors shall indemnify each of the Trustee and any predecessor trustee against Trustee for, and hold each of them harmless against, any and all lossesloss, liabilitiesdamage, claimsclaim, damages liability or expenses (expense, including reasonable legal fees and expenses) including without limitation taxes (other than taxes based upon, measured by or determined by on the income of the TrusteeTrustee or such Agent) and reasonable 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 Supplemental Indenture, Indenture including the reasonable costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder (including, except to the extent any such losswithout limitation, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductsettlement costs). The Trustee or Agent shall notify the Issuers Issuer and the Guarantors in writing promptly of any claim asserted against the Trustee or Agent for which it may seek indemnity indemnity. However, the failure by the Trustee or Agent to so notify the Issuer and the Guarantors shall not relieve the Issuer and Guarantors of which a Responsible Officer has received written noticetheir obligations hereunder except to the extent the Issuer and the Guarantors are prejudiced thereby. Failure Notwithstanding the foregoing, the Issuer and the Guarantors need not reimburse the Trustee for any expense or indemnify it against any loss or liability incurred by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation extent resulting from its negligence or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenturebad faith. To secure the Issuers’ payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, Trustee except such money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien The obligations of the Issuer and the Guarantors under this Section 7.07 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 joint and several liabilities of the Issuer and each of the Guarantors and shall survive the resignation or removal of the Trustee and the satisfaction and satisfaction, discharge or other termination of this Supplemental Indenture, including any termination or rejection hereof under any Bankruptcy Law. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections Section 6.01(7) or (8) of the Base Indenture occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. For purposes of this Section 7.07, the term “Trustee” shall include any trustee appointed pursuant to this Article Seven.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time compensation as for its services hereunder which compensation shall be agreed upon to from time to time in writing for its acceptance of this Supplemental Indenture by the Issuer and services hereunderthe Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon written request for all reasonable and documented out-of-pocket disbursements, expenses and advances (including reasonable and documented fees and expenses of counsel) incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable and documented compensation, disbursements and expenses of the Trustee’s agents agents, accountants, experts and counsel. The Issuers shallIssuer and the Company, jointly and severally, shall indemnify the Trustee and or any predecessor trustee against Trustee and its agents, employees, officers, stockholders and directors for, and hold them harmless against, any and all lossesloss, liabilitiesliability or expense, claims, damages or expenses (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) ), incurred by it them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, trust including the reasonable costs and expenses of enforcing this Supplemental Indenture defending themselves against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by a Holder, the Issuers or any Holder Issuer, the Company or any other personPerson) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder, except to hereunder and the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductenforcement of this Indenture (including this Section). The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents, employees, officers, stockholders and directors for which it may seek indemnity of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunderindemnity. The Issuers Issuer shall defend the claim and the Trustee shall cooperate and may participate in the defense; provided that any settlement of a claim shall be approved in writing by the Trustee. The Alternatively, the Trustee may at its option have separate counsel of its own choosing and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer will not be required to pay such fees and expenses if it assumes the Trustee’s defense and there is no conflict of interest between the Issuer and the Trustee and its agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of Issuer need not reimburse any expense or indemnify against any loss or liability to the Issuers in this Section 7.07 shall survive resignation or removal of extent incurred by the Trustee and the satisfactionthrough its negligence, discharge bad faith or termination willful misconduct as determined by a final non-appealable judgement of this Supplemental Indenturea court of competent jurisdiction. To secure the Issuers’ Issuer’s payment obligations Obligations in this Section 7.07, the Trustee shall have a Lien lien prior to the Notes on Securities against all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indentureits capacity as Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7clause (f) or (8) g) of the Base Indenture Section 6.01 occurs, the expenses and the compensation for the services (including shall be paid to the fees extent allowable under any Bankruptcy Law. The Issuer’s and expenses the Company’s Obligations under this Section 7.07 and any claim arising hereunder shall survive the resignation or removal of its agents any Trustee, the discharge of the Issuer’s Obligations pursuant to Article 8 and counsel) are intended to constitute expenses of administration any rejection or termination under any Bankruptcy Law.

Compensation and Indemnity. (a) The Issuers Issuer shall, or shall cause the Servicer to, pay to the Indenture Trustee from time to time reasonable compensation as agreed upon in writing for its acceptance of this Supplemental services pursuant to a fee agreement between the Servicer and the Indenture and services hereunderTrustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall, or shall cause the Servicer to, reimburse the Indenture Trustee promptly upon request for all disbursementsreasonable out-of-pocket expenses, disbursements and advances and expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Indenture Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers Issuer shall, jointly and severallyor shall cause the Servicer to, indemnify and hold harmless the Indenture Trustee (and any predecessor trustee its officers, directors, employees, representatives and agents) against any and all lossesloss, liabilitiesliability, claimsdamage, damages or expenses (including reasonable legal fees and expenses) including taxes claim, tax (other than taxes based upon, measured by or determined by on the income of the Indenture Trustee) or expense (including any attorneys’ fees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of its duties under transactions contemplated by this Supplemental Indenture, including (i) the reasonable costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself themselves against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its their powers or duties hereunderunder this Indenture or under any of the other Basic Documents and (ii) legal fees and expenses incurred in connection with any action or suit brought by the Indenture Trustee to enforce any indemnification or other obligation of the Issuer or Servicer, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductas applicable. The Indenture Trustee shall notify the Issuers Issuer and the Servicer promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Indenture Trustee to so notify the Issuers Issuer and the Servicer shall not relieve the Issuers Issuer or the Servicer of their its obligations hereunder. The Issuers shall cause the Servicer to defend the claim any such claim, and the Trustee shall cooperate in the defense. The Indenture Trustee may have separate counsel and the Issuers Issuer shall, or shall cause the Servicer to, pay the reasonable fees and expenses of such counsel. The Issuers Neither the Issuer nor the Servicer need not pay for reimburse any settlement made without their consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations liability or expense incurred by the Indenture Trustee through (i) the Indenture Trustee’s own willful misconduct, negligence or bad faith or (ii) the breach of any of the Issuers in Indenture Trustee’s representations or warranties hereunder. (b) The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of Indenture and interest on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental IndentureIndenture Trustee. When the Indenture Trustee incurs expenses or renders services after the occurrence of an Event of Default specified in Sections 6.01(7Section 5.01(d) or (8) of with respect to the Base Indenture occursIssuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under the Bankruptcy Code or any Bankruptcy other applicable Insolvency Law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as agreed upon in writing for its acceptance of this Supplemental Indenture services (including, if necessary, compensation for extraordinary services) as the Issuer and services hereunderthe Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers shall, jointly and severally, Issuer shall indemnify each of the Trustee and any predecessor trustee Trustee against any and all lossesloss, liabilitiesliability, claimsdamage, damages claim or expenses expense (including reasonable legal attorneys’ fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of this Indenture and the performance of its duties under this Supplemental Indenture, including hereunder; provided that the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself Issuer need not reimburse any expense or indemnify against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunderloss, except to the extent any such lossliability, damage, claim, liability claim or expense determined to have been caused incurred by its an indemnified party through such party’s own gross negligence negligence, willful misconduct or willful misconductbad faith. The Trustee shall notify the Issuers promptly Issuer of any claim for which it may seek indemnity of which promptly upon a Responsible Officer has received written notice. Failure by the Trustee obtaining actual knowledge thereof; provided, however, that any failure so to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its indemnity obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ Issuer’s payment obligations in this Section 7.07, the Trustee shall have a Lien lien prior to the Notes Securities of any Series on all money or property held or collected by the Trustee, except such Trustee other than money or property held in trust by the Trustee to pay the principal of and interest and any additional payments on any Notes. Such Lien shall survive the resignation or removal Securities of the Trustee and the satisfaction and discharge of this Supplemental Indenturesuch Series. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(7Section 6.01(4) or (8) of 5) with respect to the Base Indenture occursIssuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any the Bankruptcy Law. The Issuer’s payment obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Indenture or the resignation or removal of the Trustee.

Compensation and Indemnity. The Issuers Issuer shall, or shall cause the Administrator to, pay to the Trustee from time to time reasonable compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunderservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall, or shall cause the Administrator to, reimburse the Trustee promptly upon request for all disbursements, advances and reasonable out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents 's agents, counsel, accountants and counselexperts. The Issuers Issuer shall, jointly and severallyor shall cause the Administrator to, indemnify the Trustee and any predecessor trustee against any and all lossesloss, liabilities, claims, damages liability or expenses expense (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trusteeattorneys' fees) incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers Issuer and the Administrator promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee to so notify the Issuers Issuer and the Administrator shall not relieve the Issuers Issuer or the Administrator of their its obligations hereunder. The Issuers Issuer shall, or shall cause the Administrator to, defend the claim any such claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers Issuer shall, or shall cause the Administrator to, pay the reasonable fees and expenses of such counsel. The Issuers Neither the Issuer nor the Administrator need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7) or (8) of the Base Indenture occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.reimburse

Compensation and Indemnity. The Issuers and the Subsidiary Guarantors shall pay to the Trustee from time to time such compensation as shall be agreed upon in writing between the Issuers and the Trustee for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers and the Subsidiary Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, the Subsidiary Guarantors shall indemnify each of the Trustee and or any predecessor trustee successor Trustee against any and all losses, liabilitiesdamages, claims, damages liabilities or expenses (including reasonable legal attorneys’ fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture against either of the Issuers or any Subsidiary Guarantor (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers an Issuer, any Subsidiary Guarantor, or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined may be attributable to have been caused by its own gross negligence or willful misconductbad faith. The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers and the Subsidiary Guarantors of their obligations hereunder. The Issuers and the Subsidiary Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Subsidiary Guarantors shall pay the reasonable fees and expenses of such separate counsel; provided that the Issuers and the Subsidiary Guarantors will not be required to pay such fees and expenses if they assume the Trustee’s defense with counsel acceptable to and approved by the Trustee (such approval not to be unreasonably withheld) and there is no conflict of interest between the Issuers and the Trustee in connection with such defense. The Issuers and the Subsidiary Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Subsidiary Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence or bad faith of the Trustee. The obligations of the Issuers in and the Subsidiary Guarantors under this Section 7.07 shall survive resignation or removal the satisfaction and discharge of this Indenture and the replacement of the Trustee and the satisfaction, discharge or termination of this Supplemental IndentureTrustee. To secure the Issuers’ and the Subsidiary Guarantors’ payment obligations in this Section 7.07Section, the Trustee shall have a Lien (which it may exercise through right of set-off) prior to the Notes on all money or property held or collected by the Trustee, except such money or property that held in trust by the Trustee to pay the principal of principal, premium, if any, and interest (including Additional Interest, if any) on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7Section 6.01(h) or (8) of the Base Indenture i) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time reasonable compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunderservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to the compensation for its servicesit. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Issuers shallIssuer shall indemnify Trustee for, jointly and severallyhold it harmless against, indemnify the Trustee and any predecessor trustee against any and all losses, liabilities, claims, damages loss or expenses (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) liability incurred by it it, except for such actions to the extent caused by any negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust and its duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers rights or duties hereunder, except to hereunder and under the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductSecurity Instruments. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against Trustee for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers Issuer shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided that Issuer will not be required to pay such fees and expenses if it assumes Trustee's defense and there is no conflict of interest between Issuer and Trustee in connection with such defense as reasonably determined by Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent. Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by Trustee through its negligence, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation bad faith or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenturewillful misconduct. To secure the Issuers’ Issuer's payment obligations in this Section 7.076.7, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property assets held or collected by the Trustee, in its capacity as Trustee, except such money or property assets held in trust by the Trustee to pay the principal of and of, premium, if any, or interest on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indentureparticular Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7Section 5.1(f) occurs or (8) of the Base Indenture occursin connection with any case or proceeding under any Bankruptcy Law, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee and Agents from time to time such compensation as agreed upon the Issuer and the Trustee or Agent, as applicable, shall from time to time agree in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s and the Agents’ compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly and Agents upon request for all reasonable and duly documented and invoiced disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its their services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s or any Agent’s negligence, willful misconduct or bad faith. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counselAgents’ accountants, experts and counsel and any taxes or other expenses incurred by a trust created pursuant to Section 8.4 hereof. The Issuers shallIssuer agrees to pay the fees and expenses of the Trustee’s legal counsel in connection with its review, jointly preparation and severallydelivery of this Indenture and related documentation. The Issuer shall indemnify each of the Trustee, indemnify the any predecessor Trustee and any predecessor trustee against the Agents (which, for purposes of this paragraph, include such Trustee’s and Agents’ officers, directors, employees and agents) for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claimsclaim, damages proceedings, demands, costs, expense or expenses (including reasonable legal fees and expenses) liability including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee) incurred by it arising out of the Trustee or an Agent without negligence or willful misconduct on its part in connection with the acceptance or of administration of its duties this trust and performance of any provisions under this Supplemental Indenture, including the costs reasonable expenses and attorneys’ fees and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or of liability in connection with the exercise or performance of any of its powers or duties arising hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee and the Agents shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or such Agent for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure However, the failure by the Trustee or the Agent to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its obligations hereunder. Subject to Section 7.1(b), the Issuer need not reimburse or indemnify against any loss liability or expense incurred by the Trustee through its own willful misconduct or negligence. The Issuers Issuer shall defend the claim and the Trustee or such Agent shall cooperate in the defensedefense (and may employ its own counsel reasonably satisfactory to the Trustee) at the Issuer’s expense. The Trustee or such Agent may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ Issuer’s payment obligations in this Section 7.077.7, the Trustee and the Agents shall have a senior Lien prior to the Notes on against all money or property held or collected by the TrusteeTrustee and the Agents, in its capacity as Trustee or Agent, except such money or property held in trust by the Trustee to pay the principal of or premium, if any, and Additional Amounts, if any, or interest on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee or an Agent incurs expenses or renders services after the occurrence of an Event of Default specified in Sections 6.01(7clause (7) or (8) of the Base Indenture occursSection 6.1, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) and the compensation for the services shall be preferred over the status of the Holders in a proceeding under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law. The Issuer’s obligations under this Section 7.7 and any claim or Lien arising hereunder shall survive the termination of this Indenture, the resignation or removal of any Trustee or Agent, the discharge of the Issuer’s obligations pursuant to Article VIII and any rejection or termination under any Bankruptcy Law. Save as otherwise expressly provided in this Indenture, the Trustee shall have absolute and uncontrolled discretion as to the exercise of the discretion vested in the Trustee by this Indenture but, whenever the Trustee is bound to act under this Indenture at the request or direction of the Holders of Notes, the Trustee shall nevertheless not be so bound unless first indemnified to its satisfaction against all proceedings, claims and demands to which it may render itself liable and all costs, charges, expenses and liabilities which it may incur by so doing. Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee, is subject to this Section 7.7. The Company shall be jointly and severally liable with the Issuer for all of the Issuer’s obligations pursuant to this Section 7.7.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time reasonable compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunderservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it in addition to the compensation for its servicesit. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Issuers shallIssuer shall indemnify Trustee for, jointly and severallyhold it harmless against, indemnify the Trustee and any predecessor trustee against any and all losses, liabilities, claims, damages loss or expenses (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) liability incurred by it except for such actions to the extent caused by any negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust and its duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers rights or duties hereunder, except to hereunder and under the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductSecurity Instruments. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against Trustee for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers Issuer shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided that Issuer will not be required to pay such fees and expenses if it assumes Trustee's defense and there is no conflict of interest between Issuer and Trustee in connection with such defense as reasonably determined by Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent. Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by Trustee through its negligence, which consent shall not be unreasonably withheldbad faith or willful misconduct. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. INDENTURE (15% Senior Subordinated) To secure the Issuers’ Issuer's payment obligations in this Section 7.076.7, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property assets held or collected by the Trustee, in its capacity as Trustee, except such money or property assets held in trust by the Trustee to pay the principal of and of, premium, if any, or interest on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indentureparticular Securities. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7Section 5.1(f) occurs or (8) of the Base Indenture occursin connection with any case or proceeding under any Bankruptcy Law, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time As compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunder. The , the Indenture Trustee shall be entitled to receive, on each Payment Date, the Indenture Trustee’s 's Fee pursuant to Section 8.02(c) hereof (which compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers ) and shall reimburse be entitled to reimbursement by the Trustee promptly upon request Servicer for all disbursements, advances and reasonable out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Indenture Trustee’s agents 's agents, counsel, accountants and counselexperts. The Issuers shall, jointly and severally, Issuer agrees to cause the Transferor to indemnify the Indenture Trustee and any predecessor trustee against any and all lossesloss, liabilities, claims, damages liability or expenses expense (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trusteeattorneys' fees) incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Indenture Trustee shall notify the Issuers Issuer and the Servicer promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Indenture Trustee so to so notify the Issuers Issuer and the Servicer shall not relieve the Issuers Issuer of their its obligations hereunder. The Issuers Issuer shall or shall cause the Servicer to defend the claim any such claim, and the Trustee shall cooperate in the defense. The Indenture Trustee may have separate counsel reasonably acceptable to the Servicer and the Issuers Issuer shall or shall cause the Servicer to pay the reasonable fees and expenses of such counsel. The Issuers Neither the Issuer nor the Servicer need not pay for reimburse any settlement made without their consentexpense or indemnify against any loss, which consent shall not be unreasonably withheldliability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The Issuer's payment obligations of to the Issuers in Indenture Trustee pursuant to this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien 6.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Indenture Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(7Section 5.01(a)(vi) or (8) of vii) hereof with respect to the Base Indenture occursIssuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under Title 11 of the United States Code or any Bankruptcy Lawother applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as shall be agreed upon in writing between the Issuer and the Trustee for its acceptance of this Supplemental Indenture and services hereunderthe Trustee’s services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all disbursementsreasonable fees and expenses, advances and including out-of-pocket expenses incurred or made by it in addition to connection with the compensation for performance of its servicesduties under this Indenture or in connection with the collection of any funds. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, Issuer shall indemnify each of the Trustee and its agents, employees, stockholders and directors and officers for, and hold them harmless against, any predecessor trustee against any and all lossesloss, liabilities, claims, damages liability or expenses expense incurred by them (including reasonable legal attorney’s fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenturetrust, including the reasonable costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself themselves against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its their rights, powers or duties hereunder, except for such actions to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own any gross negligence negligence, bad faith or willful misconductmisconduct on their part as determined by a court of competent jurisdiction in a final order. The Trustee shall notify the Issuers promptly Issuer promptly, in writing, of any claim asserted against the Trustee for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by At the Trustee to so notify Trustee’s sole discretion, the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers Issuer shall defend the claim and the Trustee shall cooperate and may participate in the defense; provided that any settlement of a claim shall be approved in writing by the Trustee. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of Issuer need not reimburse any expense or indemnify against any loss or liability to the Issuers in this Section 7.07 shall survive resignation or removal of extent incurred by the Trustee and the satisfactionthrough its gross negligence, discharge bad faith or termination willful misconduct as determined by a court of this Supplemental Indenturecompetent jurisdiction in a final order. To secure the Issuers’ Issuer’s payment obligations in this Section 7.07, the Trustee shall have a Lien lien prior to the Notes on all assets or money or property held or collected by the Trustee, in its capacity as Trustee, except such assets or money or property held in trust by to pay principal of or interest on particular Notes. In addition and without prejudice to the rights provided to the Trustee to pay the principal of and interest on under any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge provision of this Supplemental Indenture. When , when the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7Section 6.01(f) or (8) of the Base Indenture g) hereof occurs, the such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The obligation of the Issuer under this Section 7.07 shall survive the resignation or removal of the Trustee and the termination or satisfaction and discharge of this Indenture.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time reasonable compensation as agreed upon in writing for its acceptance of this Supplemental Indenture services hereunder as the Issuer and services hereunderthe Trustee shall from time to time agree in writing. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all disbursements, advances and out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents 's agents, counsel, accountants and counselexperts. The Issuers shall, jointly and severally, Issuer shall fully indemnify the Trustee and any predecessor trustee Trustee against any and all lossesloss, liabilitiesliability, claimsclaim, damages damage or expenses expense (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trusteeattorneys' fees) incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers promptly Issuer of any claim for which it may seek indemnity of which a Responsible Officer has received written notice. Failure by the Trustee promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to so notify the Issuers Issuer shall not relieve the Issuers Issuer or any Pledgor and Guarantor of their its indemnity obligations hereunder. The Issuers Issuer shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer's expense in the defense. The Trustee may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent; provided, which consent however, that the Issuer shall not be unreasonably withheldrequired to pay such fees and expenses if it assumes the Trustee's defense and, in the reasonable judgment of the Trustee's outside counsel, there is no conflict of interest between the Issuer, on the one hand, and the Trustee, on the other hand, in connection with such defense. The obligations of the Issuers in this Section 7.07 shall survive resignation Issuer need not reimburse any expense or removal of indemnify against any loss, liability or expense incurred by the Trustee and the satisfactionas determined by a court of competent jurisdiction to have been caused by its own willful misconduct, discharge negligence or termination of this Supplemental Indenturebad faith. To secure the Issuers’ Issuer's payment obligations in this Section 7.07Section, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except such Trustee other than money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien The Issuer's payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee and the satisfaction and discharge of this Supplemental Indenture. When under applicable law, when the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(7Section 7.01(g) or (8) of h) with respect to the Base Indenture occursIssuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Lawapplicable bankruptcy, insolvency, receivership or similar law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time and the Trustee shall be entitled to reasonable compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and its services hereunderhereunder as agreed to in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all disbursements, advances reasonable disbursements and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses Each of the Trustee’s agents Issuer and counsel. The Issuers shallthe Guarantors, jointly and severally, shall indemnify and hold harmless the Trustee and any predecessor trustee its agents against any and all lossesloss, liabilitiesdamages, claims, damages liability or expenses expense (including reasonable legal attorney’s fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties or the exercise of its rights under this Supplemental IndentureIndenture and the trusts hereunder, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or of liability in connection with the exercise or performance of any of its powers or duties hereunderpremises, except to as set forth in the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductnext paragraph. The Trustee shall notify the Issuers Issuer promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunderindemnity. The Issuers Issuer shall defend the claim with counsel designated by the Issuer and the Guarantors, who may be outside counsel to the Issuer but shall in all events be reasonably satisfactory to the Trustee, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and , provided that the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need Issuer will not pay be liable for any settlement made without their its consent; provided further that the Trustee may defend any such claim with another counsel selected by the Trustee and reasonably acceptable to the Issuer and the Guarantors if the Trustee determines, which consent shall not be unreasonably withheld. The obligations acting reasonably, that a conflict of the Issuers in this Section 7.07 shall survive resignation or removal of interest exists between the Trustee and the satisfactionIssuer in the defense of such claim. The Issuer need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or its agent through its or such agent’s own negligence, discharge bad faith or termination of this Supplemental Indenturewillful misconduct. To secure the Issuers’ payment obligations in this Section 7.07, the The Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the TrusteeTrustee to secure the Issuer’s payment obligations in this Section 7.07, except such money or property that held in trust by the Trustee to pay the principal of and interest and Additional Interest, if any, on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7Section 6.01(g) or (8) of the Base Indenture h) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency or other similar applicable law. The provisions of this Section 7.07 shall survive payment of the Notes, the termination of this Indenture and the resignation or removal of the Trustee.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Parent Guarantor shall, jointly and severally, indemnify the Trustee and any predecessor trustee against any and all losses, liabilities, claims, damages or expenses (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections Section 6.01(7) or (8) of the Base Indenture occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as agreed upon the Issuer and the Trustee shall from time to time agree in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, Issuer shall indemnify each of the Trustee and or any predecessor trustee against Trustee and its agents for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claims, damages or expenses (including reasonable legal fees and expenses) claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) ), liability or expense incurred by it them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, Indenture including the reasonable costs and expenses of enforcing this Supplemental Indenture defending themselves against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity of which a Responsible Officer has received written notice. Failure by the Trustee indemnity, provided that failure to so notify the Issuers provide such notice shall not relieve the Issuers Issuer of their its obligations hereunderin this Section 7.07 unless the failure to notify the Issuer impairs the Issuer’s ability to defend such claim. The Issuers shall Issuer may, at the request of the Trustee, defend the claim and the Trustee shall cooperate in the defense. The ; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer shall not be required to pay such fees and expenses if the Issuer assumes the Trustee’s defense and there is no conflict of interest between the Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their written consent, which consent shall not be unreasonably withheld. The obligations of Issuer need not reimburse any expense or indemnify against any loss or liability to the Issuers extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfactionIndenture, discharge or termination of this Supplemental Indenture. To to secure the Issuers’ Issuer’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on against all money or property held or collected by the Trustee, in its capacity as Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of a Default specified in Sections 6.01(7Section 6.01(8) or (8) of the Base Indenture 6.01(9) occurs, the such expenses and the compensation for such services shall be paid to the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. (a) The Issuers Issuer shall, or shall cause the Administrator to, pay to the Indenture Trustee from time to time reasonable compensation as agreed upon in writing for its acceptance of this Supplemental services pursuant to a fee agreement between the Administrator and the Indenture and services hereunderTrustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall, or shall cause the Administrator to, reimburse the Indenture Trustee promptly upon request for all disbursementsreasonable and extraordinary out-of-pocket expenses, disbursements and advances and expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses (including extraordinary out-of-pocket expenses), disbursements and expenses advances of the Indenture Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers Issuer shall, jointly and severallyor shall cause the Administrator to, indemnify and hold harmless the Indenture Trustee and any predecessor trustee its officers, directors, employees, representatives and agents against any and all lossesloss, liabilitiesliability, claims, damages or expenses (including reasonable legal fees and expenses) including taxes tax (other than taxes based upon, measured by or determined by on the income of the Indenture Trustee) or expense (including attorneys’ fees and the fees of agents and experts) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith (as determined by an order from a court of competent jurisdiction) on their part, arising out of or in connection with the acceptance or administration of its duties under the transactions contemplated by this Supplemental Indenture, including the reasonable costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself themselves against any claim (whether asserted by the Issuers or any Holder or any other person) claim, loss, damage or liability in connection with the exercise or performance of any of its their powers or duties under this Indenture or under any of the other Basic Documents, including, but not limited to, any legal fees or expenses incurred by the Indenture Trustee in connection with the enforcement of the Issuer’s indemnification or other obligations hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Indenture Trustee shall notify the Issuers Issuer and the Administrator promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Indenture Trustee to so notify the Issuers Issuer and the Administrator shall not relieve the Issuers Issuer or the Administrator of their its obligations hereunder. The Issuers Issuer shall cause the Administrator to, defend the claim any such claim, and the Trustee shall cooperate in the defense. The Indenture Trustee may have separate counsel and the Issuers Issuer shall, or shall cause the Administrator to, pay the reasonable fees and expenses of such counsel. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith (as determined by an order from a court of competent jurisdiction). (b) The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The Issuer’s payment obligations of to the Issuers in Indenture Trustee pursuant to this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of Indenture and interest on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental IndentureIndenture Trustee. When the Indenture Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(7Section 5.01(v) or (8) of with respect to the Base Indenture occursIssuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under the Bankruptcy Code or any Bankruptcy other applicable Insolvency Law. (c) Notwithstanding anything to the contrary contained herein, in no event shall the Indenture Trustee be liable for special, indirect, consequential or punitive damages of any kind whatsoever, including lost profits, even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunderhereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers shallIssuer and the Guarantors, jointly and severally, shall indemnify each of the Trustee and or any predecessor trustee against Trustee and their officers, agents, directors and employees for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claimsclaim, damages liability or expenses expense (including reasonable legal attorneys’ fees and expenses) ), including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) ), incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties under this Supplemental Indenture, hereunder (including the costs and expenses of enforcing this Supplemental Indenture against the Issuers Issuer or any of the Guarantors (including this Section 7.07) and or defending itself against any claim (whether asserted by any Holder, the Issuers or Issuer, any Holder Guarantor or any other person) Person, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder, except ). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the extent Issuer shall not relieve the Issuer of its obligations hereunder and the Trustee shall not incur any liability it if fails to so notify. The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, damage, claim, liability or expense determined to have been caused by its the Trustee’s own willful misconduct or gross negligence or willful misconduct. The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenturenegligence. To secure the Issuers’ payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property that held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7Section 6.01(a)(6) or (8) of the Base Indenture 7) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as agreed upon the Issuer and the Trustee shall from time to time agree in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, Issuer shall indemnify each of the Trustee and or any predecessor trustee against Trustee and its agents for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claims, damages or expenses claims (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) )), liability or expense incurred by it them arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, trust (including the reasonable costs and expenses of enforcing this Supplemental Indenture defending themselves against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder), except in each of the foregoing cases to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence any negligence, bad faith or willful misconductmisconduct on their part. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity indemnity. The Issuer may, subject to the approval of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers (which approval shall not relieve the Issuers of their obligations hereunder. The Issuers shall be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation Issuer need not reimburse any expense or removal of the Trustee and the satisfaction, discharge indemnify against any loss or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior liability to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust extent incurred by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation through its negligence, bad faith or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenturewillful misconduct. When the Trustee incurs expenses or renders services after an Event of a Default specified in Sections Section 6.01(6) or Section 6.01(7) or (8) of the Base Indenture occurs, the such expenses and the compensation for such services shall be paid to the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowed under any Bankruptcy Law. The Trustee shall have a lien prior to the Notes as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 7.07, except with respect to funds held in trust for the benefit of the Holders. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee and Agents from time to time such compensation as agreed upon the Issuer and the Trustee shall from time to time agree in writing for its acceptance of this Supplemental Indenture and any Intercreditor Agreement and services hereunderhereunder and thereunder. The Trustee’s and the Agents’ compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly and Agents upon request for all properly incurred disbursements, expenses and advances (including properly incurred fees and expenses of counsel or appointees) incurred or made by it them in addition to the compensation for its their services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s or any Agent’s negligence, willful misconduct or bad faith. Such expenses shall include the reasonable properly incurred compensation, disbursements and expenses of the Trustee’s agents and counselAgents’ accountants, experts and counsel and any taxes (other than taxes based on the income of the Trustee or franchise, doing business or other similar taxes imposed on the Trustee) or other expenses incurred by a trust created pursuant to Section 8.4 hereof. The Issuers shallIssuer agrees to pay the properly incurred fees and expenses of the Trustee’s legal counsel in connection with its review, jointly preparation and severallydelivery of this Indenture and related documentation. The Issuer shall indemnify each of the Trustee, indemnify any predecessor Trustee and the Agents (which, for purposes of this paragraph, include such Trustee’s and Agents’ affiliates, officers, directors, employees and agents) and in any other capacity the Trustee may serve hereunder for, and any predecessor trustee against hold them harmless against, any and all lossesloss, liabilitiesdamage, claimsclaim, damages proceedings, demands, costs, expense or expenses (including reasonable legal fees and expenses) liability including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee or franchise, doing business or other similar taxes imposed on the Trustee) incurred by it arising out of the Trustee or an Agent without negligence or willful misconduct on its part in connection with the acceptance or of administration of its duties this trust and performance of any provision under this Supplemental IndentureIndenture and any Intercreditor Agreement, including the costs properly incurred expenses and counsel fees and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or of liability in connection with the exercise or performance of any of its powers or duties arising hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee and the Agents shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or such Agent for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure However, the failure by the Trustee or the Agent to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its obligations hereunder. The Issuers Issuer need not reimburse or indemnify against any loss liability or expense incurred by the Trustee through its own willful misconduct or negligence. The Issuer shall defend the claim and the Trustee or such Agent shall cooperate in the defensedefense (and may employ its own counsel). The Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ Issuer’s payment obligations in this Section 7.077.6, the Trustee and the Agents shall have a Lien claim prior to the Notes on against all money or property held or collected by the TrusteeTrustee and the Agents, in its capacity as Trustee or Agent, except such money or property held in trust by the Trustee to pay the principal of and or premium, if any, Additional Amounts, if any, or interest on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee or an Agent incurs expenses or renders services after the occurrence of an Event of Default specified in Sections 6.01(7clause (7) or (8) of the Base Indenture occursSection 6.1, the expenses and the compensation for the services (including the properly incurred fees and expenses of its agents and counsel) and the compensation for the services shall be preferred over the status of the holders of the Notes in a proceeding under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law. The Issuer’s obligations under this Section 7.6 and any claim arising hereunder shall survive the termination of this Indenture, the resignation or removal of any Trustee or Agent, the discharge of the Issuer’s obligations pursuant to Article VIII and any rejection or termination under any Bankruptcy Law. Whenever the Trustee is bound to act under this Indenture or any Intercreditor Agreement at the request or direction of the holders of the Notes, the Trustee shall nevertheless not be so bound unless first indemnified and/or secured and/or prefunded to its satisfaction against all proceedings, claims and demands to which it may render itself liable and all costs, charges, expenses and liabilities which it may incur by so doing. Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.6.

Compensation and Indemnity. The Issuers shall Issuer agrees to pay to the Trustee from time to time such compensation as shall be agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunderservices. The Trustee’s compensation shall not be limited by any law on regarding compensation of a trustee of an express trust. The Issuers shall Issuer agrees to reimburse promptly the Trustee promptly upon request for all disbursements, advances and reasonable out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers shall, jointly and severally, Issuer shall indemnify each of the Trustee and any predecessor trustee each Agent against any and all lossesloss, liabilities, claims, damages liability or expenses expense (including reasonable legal attorneys’ fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it without gross negligence or bad faith on its part arising out of or and in connection with the acceptance or administration of its duties under this Supplemental Indenture, including the performance of its respective duties hereunder, and the exercise of its rights hereunder including, without limitation, the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or liability and of complying with any process served upon it or any Holder or any other person) or liability of its officers in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture. The Issuer undertakes to indemnify the Trustee and each of the Agents and their Affiliates against all losses, liabilities, including any and all tax liabilities, which, for the avoidance of doubt, shall include without limitation United States, Brazilian taxes and associated penalties, costs, claims, actions, damages, expenses or demands which any of them may incur or which may be made against any of them as a result of or in connection with the appointment of or the exercise of the powers and duties or rights by the Trustee or any Agent or its Affiliates under this Indenture except to the extent any such loss, damage, claim, liability or expense determined to have been caused by as may result from its own gross negligence or willful misconduct. The Trustee and each Agent shall notify the Issuers Issuer promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee or such Agent to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its obligations hereunder. The Issuers shall defend If the Trustee or any Agent, as the case may be, determines in its reasonable discretion that no conflict of interest (or potential conflict of interest) exists, the Issuer will be entitled to participate in the Trustee’s defense of the claim or such Agent’s defense of the claim, as the case may be, and the Trustee shall cooperate in the defense. The Trustee or such Agent may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The To secure the payment obligations of the Issuers Issuer in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.077.06, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the TrusteeTrustee or the Paying Agent, except such money or property that held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien The obligations of the Issuer pursuant to this Section 7.06 shall survive the payment of the Notes, resignation or removal of the Trustee or any Agent and the satisfaction satisfaction, discharge and discharge termination of this Supplemental Indenture. When the Trustee incurs expenses after the occurrence of a Default or renders services after an Event of Default specified in Sections 6.01(7) or (8) of the Base Indenture occursSection 6.01(h), the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy law. The Issuer acknowledges that none of the Trustee, the Paying Agent or any other Agent makes any representations as to the interpretation or characterization of the transactions herein undertaken for tax or any other purpose, in any jurisdiction. The Issuer represents that it has fully satisfied itself as to any tax impact of this Indenture before agreeing to the terms herein, and is responsible for any and all federal, state, local, income, franchise, withholding, value added, sales, use, transfer, stamp or other taxes imposed by any jurisdiction in respect of this Indenture. The Issuer agrees to pay any and all stamp and other documentary taxes or duties which may be payable in connection with the execution, delivery, performance and enforcement of this Indenture by the Trustee or any Agent.

Compensation and Indemnity. (a) The Issuers shall Company, the Parent Guarantor and the Subsidiary Guarantors will jointly and severally pay to the Trustee from time to time properly incurred compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunderservices. The Trustee’s compensation shall of the Trustee is not be limited by any law on compensation of a trustee Trustee of an express trust. If a Default or an Event of Default shall have occurred and is continuing or if the Trustee is requested to undertake duties which are outside the scope of the Trustee’s duties under this Indenture, the Company, the Parent Guarantor and the Subsidiary Guarantors shall be jointly and severally responsible for and shall pay such additional remuneration as mutually agreed between the Company and the Trustee; provided that failure to agree or pay such additional remuneration shall not affect the Trustee’s duties to the Holders specified herein, including to take such actions as instructed, directed or requested by the Holders (subject to, where applicable, receiving indemnity and/or security and/or pre-funding to its satisfaction). The Issuers shall Company will reimburse the Trustee promptly upon request for all disbursementsproperly incurred out-of-pocket expenses, disbursements and advances and expenses (including costs of collection) incurred or made by it in addition to the Trustee for its services hereunder, including the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and properly incurred expenses of the Trustee’s agents agents, attorneys, delegates and counsel. The Issuers shall. (b) Each of the Company, the Parent Guarantor and the Subsidiary Guarantors, jointly and severally, will (to the fullest extent permitted by applicable law) indemnify the Trustee and or any predecessor trustee against Trustee and their respective agents, employees, officers and directors for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claimsclaim, damages including taxes, or expenses (liabilities or properly incurred expenses, including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by without gross negligence or determined by the income of the Trustee) incurred by it willful misconduct on its part arising out of or in connection with the acceptance or administration of this Indenture and its duties under this Supplemental Indenture, the Notes and the Intercreditor Agreement, including the properly incurred costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and arbitration proceedings and/or defending itself against any claim (whether asserted by the Issuers or liability and of complying with any process served upon it or any Holder or any other person) or liability of its officers in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim under this Indenture and the Trustee shall cooperate in Notes, and the defense. The Trustee may have separate properly incurred compensation, expenses, fees and disbursements of the Trustee’s agents and counsel and other persons not regularly within the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. Trustee’s employ. (c) To secure the Issuers’ Company’s payment obligations in this Section 7.07Section, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except such money or property held in trust by the Trustee to pay the principal of of, and interest on any particular Notes. Such Lien . (d) This ‎Section 8.07 shall survive the redemption or maturity of the Notes, the termination of this Indenture, and resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. Trustee. (e) When the Trustee incurs expenses or renders services pursuant to this Indenture after the occurrence of an Event of Default specified in Sections 6.01(7‎Section 7.01(g), ‎Section 7.01(h) or (8) of ‎Section 7.01(i) with respect to the Base Indenture occursCompany, the Parent Guarantor or any Subsidiary Guarantor, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under the United States Bankruptcy Code (Title 11 of the United States Code) or any Bankruptcy Lawother similar law for the relief of debtors. (f) All rights, powers, protections, immunities, limitations of liabilities and benefits available to the Trustee under this Indenture shall apply equally to each of the other capacities of The Bank of New York Mellon under this Indenture (as applicable). (g) All compensation and indemnity payments made by the Company, the Parent Guarantor and/or the Subsidiary Guarantors to the Trustee under this Indenture shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or other governmental charges of whatever nature (including related penalties, interest and other liabilities) (hereinafter, “Taxes”) imposed or levied by or on behalf of the government of the Relevant Jurisdiction or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Company, the Parent Guarantor or any Subsidiary Guarantor is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made. If the Company, the Parent Guarantor or any Subsidiary Guarantor is so required by law or by regulation or governmental policy having the force of law to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to such payments to the Trustee, the Company, the Parent Guarantor and the Subsidiary Guarantors shall jointly and severally pay such additional amounts as may be necessary so that the net amount received by the Trustee (including such additional amounts) after such withholding or deduction will not be less than the amount the Trustee would have received if such Taxes had not been withheld or deducted.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time compensation as agreed upon in writing for its acceptance of this Supplemental Indenture services hereunder and services hereunderunder the Notes as the Issuer and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to the compensation for its servicesHolders. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the agents, counsel, accountants and experts of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, Issuer shall indemnify the Trustee and any predecessor trustee against any and all lossesfees, liabilitiesloss, claimsliability, damages damages, claims or expenses (including reasonable legal fees and expenses) expense, including taxes (other than taxes based upon, measured by or determined by upon the income of the Trustee) (including reasonable attorneys’ and agents’ fees and expenses) incurred by it arising out without willful misconduct or gross negligence, as determined by a court of or competent jurisdiction, on its part in connection with the acceptance or administration of this trust and the performance of its duties hereunder and under this Supplemental Indenturethe Notes, including the fees, costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.077.7) and the Notes and of defending itself against any claim claims (whether asserted by any Holder, the Issuers Issuer or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductotherwise). The Trustee shall notify the Issuers Issuer promptly of any claim for which it may seek indemnity of which a Responsible Officer it has received written notice. Failure by the Trustee to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its obligations hereunder. The Issuers Issuer shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer’s expense in the defense. The Trustee may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ Issuer’s payment obligations in this Section 7.077.7, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien lien shall survive the satisfaction and discharge of this Indenture. The Trustee’s respective right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Issuer. The Issuer’s payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee and the satisfaction and discharge of this Supplemental Indenture. When under applicable law, when the Trustee incurs fees, expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(7Section 6.1(a)(6) or (8) of the Base Indenture occursa)(7), the fees and expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time compensation as for its services hereunder which compensation shall be agreed upon to from time to time in writing for its acceptance of this Supplemental Indenture by the Issuer and services hereunderthe Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon written request for all reasonable and documented out-of-pocket disbursements, expenses and advances (including reasonable and documented fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements. Such expenses shall include the reasonable and documented compensation, disbursements and expenses of the Trustee’s agents agents, accountants, experts and counsel. The Issuers shallIssuer and the Company, jointly and severally, shall indemnify the Trustee and or any predecessor trustee against Trustee and its agents, employees, officers, stockholders and directors for, and hold them harmless against, any and all lossesloss, liabilitiesliability or expense, claims, damages or expenses (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) ), incurred by it them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, trust including the reasonable costs and expenses of enforcing this Supplemental Indenture defending themselves against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents, employees, officers, stockholders and directors for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by At the Trustee to so notify Trustee’s reasonable discretion, the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers Issuer shall defend the claim and the Trustee shall cooperate and may participate in the defense; provided that any settlement of a claim shall be approved in writing by the Trustee. The Alternatively, the Trustee may at its option have separate counsel of its own choosing and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer will not be required to pay such fees and expenses if it assumes the Trustee’s defense and there is no conflict of interest between the Issuer and the Trustee and its agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of Issuer need not reimburse any expense or indemnify against any loss or liability to the Issuers in this Section 7.07 shall survive resignation or removal of extent incurred by the Trustee and the satisfactionthrough its negligence, discharge bad faith or termination of this Supplemental Indenturewillful misconduct. To secure the Issuers’ Issuer’s payment obligations Obligations in this Section 7.07, the Trustee shall have a Lien lien prior to the Notes on Securities against all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indentureits capacity as Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7clause (f) or (8) g) of the Base Indenture Section 6.01 occurs, the expenses and the compensation for the services (including shall be paid to the fees extent allowable under any Bankruptcy Law. The Issuer’s and expenses the Company’s Obligations under this Section 7.07 and any claim arising hereunder shall survive the resignation or removal of its agents any Trustee, the discharge of the Issuer’s Obligations pursuant to Article 8 and counsel) are intended to constitute expenses of administration any rejection or termination under any Bankruptcy Law.

Compensation and Indemnity. The Issuers Issuer shall, or shall cause the Administrator to, pay to the Indenture Trustee from time to time reasonable compensation as agreed upon in writing for its acceptance of this Supplemental services pursuant to a fee agreement between the Administrator and the Indenture and services hereunderTrustee. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall, or shall cause the Administrator to, reimburse the Indenture Trustee promptly upon request for all disbursementsreasonable out-of-pocket expenses, disbursements and advances and expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Indenture Trustee’s agents 's agents, counsel, accountants and counselexperts. The Issuers Issuer shall, jointly and severallyor shall cause the Administrator to, indemnify and hold harmless the Indenture Trustee and any predecessor trustee its officers, directors, employees, representatives and agents against any and all lossesloss, liabilitiesliability, claims, damages or expenses (including reasonable legal fees and expenses) including taxes tax (other than taxes based upon, measured by or determined by on the income of the Indenture Trustee) or expense (including attorneys' fees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of its duties under the transactions contemplated by this Supplemental Indenture, including the reasonable costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself themselves against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder, except to under this Indenture or under any of the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductother Basic Documents. The Indenture Trustee shall notify the Issuers Issuer and the Administrator promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Indenture Trustee to so notify the Issuers Issuer and the Administrator shall not relieve the Issuers Issuer or the Administrator of their its obligations hereunder. The Issuers Issuer shall, or shall cause the Administrator to, defend the claim any such claim, and the Trustee shall cooperate in the defense. The Indenture Trustee may have separate counsel and the Issuers Issuer shall, or shall cause the Administrator to, pay the reasonable fees and expenses of such counsel. The Issuers Neither the Issuer nor the Administrator need not pay for reimburse any settlement made without their consentexpense or indemnify against any loss, which consent shall not be unreasonably withheldliability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith. The Issuer's payment obligations of to the Issuers in Indenture Trustee pursuant to this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Indenture Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(7Section 5.01(iv) or (8) of v) with respect to the Base Indenture occursIssuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under Title 11 of the United States Code or any Bankruptcy Lawother applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee and the Agents from time to time such compensation for their services as agreed upon the parties shall agree in writing for its acceptance of this Supplemental Indenture and services hereunderfrom time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly and the Agents upon request for all disbursements, advances and reasonable out-of-pocket expenses incurred or made by it it, including, but not limited to, costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers shall, jointly and severally, Issuer shall indemnify the Trustee and or any predecessor trustee Trustee in each of its capacities hereunder (including Paying Agent, and Registrar), and each of their officers, directors, employees, counsel and agents, against any and all lossesloss, liabilitiesliability or expense (including, claimsbut not limited to, damages or expenses (including reasonable legal attorneys’ fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its this trust and the performance of their duties hereunder and under this Supplemental Indenturethe Notes and the Guarantees, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) 7.6), the Notes and the Guarantees and of defending itself against any claim claims (whether asserted by any Holder, the Issuers Issuer or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductotherwise). The Trustee and the Agents shall notify the Issuers Issuer promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee or an Agent to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its obligations hereunder. The Issuers Issuer shall defend the claim and the Trustee shall cooperate in and the defense. The Trustee Agents may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers Issuer need not pay for reimburse any settlement made without their consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation liability or removal of expense incurred by the Trustee and the satisfactionor an Agent as a result of its own willful misconduct, discharge negligence or termination of this Supplemental Indenturebad faith. To secure the Issuers’ Issuer’s payment obligations in this Section 7.07Section, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except such Trustee other than money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien The right of the Trustee to receive payment of any amounts due under this Section 7.6 shall not be subordinate to any other liability or indebtedness of the Issuer. The Issuer’s obligations pursuant to this Section and any lien arising hereunder shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indentureor an Agent. When the Trustee or an Agent incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(76.1(v) or (8) of vi) with respect to the Base Indenture occursIssuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. Pursuant to Section 10.1, the obligations of the Issuer hereunder are jointly and severally guaranteed by the Guarantors.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as agreed upon the Issuer and the Trustee shall from time to time agree in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, Issuer shall indemnify each of the Trustee and or any predecessor trustee against Trustee and its agents for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claims, damages or expenses (including reasonable legal fees and expenses) claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) ), liability or expense incurred by it them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, trust including the reasonable costs and expenses of enforcing this Supplemental Indenture defending themselves against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity indemnity. The Issuer may, subject to the approval of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers (which approval shall not relieve the Issuers of their obligations hereunder. The Issuers shall be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of Issuer need not reimburse any expense or indemnify against any loss or liability to the Issuers in this Section 7.07 shall survive resignation or removal of extent incurred by the Trustee and the satisfactionthrough its negligence, discharge bad faith or termination of this Supplemental Indenturewillful misconduct. To secure the Issuers’ Issuer’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on against all money or property held or collected by the Trustee, in its capacity as Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of a Default specified in Sections 6.01(7Section 6.01(6) or 6.01 (8) of the Base Indenture 7) occurs, the such expenses and the compensation for such services shall be paid to the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. (a) The Issuers shall will pay to the Trustee and the Collateral Trustee from time to time such compensation as is agreed upon in writing to from time to time by the Issuers and the Trustee or Collateral Trustee, as applicable, for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s and the Collateral Trustee’s compensation shall will not be limited by any law on compensation of a trustee Trustee of an express trust. The Issuers shall will reimburse the Trustee and the Collateral Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its servicesservices except for any such disbursement, 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 shall will include the reasonable compensation, disbursements and expenses of the Trustee’s and Collateral Trustee’s respective agents and counsel. . (b) The Issuers shalland any Guarantors, jointly and severally, will indemnify the Trustee and any predecessor trustee the Collateral Trustee (which for purposes of this Section 7.06(b) shall include each of their officers, directors, employees and agents) against any and all losses, liabilities, claims, damages liabilities or expenses (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, including the reasonable costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.077.06) and defending itself against any claim (whether asserted by the Issuers or Issuers, any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunderhereunder and under the other Note Documents, except to the extent any such loss, damage, claim, liability or expense shall be determined to have been caused by its the Trustee’s or Collateral Trustee’s, as the case may be, own gross negligence or willful misconductmisconduct (as determined by a final, non-appealable order of a court of competent jurisdiction). The Trustee shall will notify the Issuers promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee to so notify the Issuers shall will not relieve the Issuers of their obligations hereunder. The Issuers shall will defend the claim and the Trustee shall will cooperate in the defense. The Trustee and Collateral Trustee may have separate counsel and the Issuers shall will pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall will not be unreasonably withheld. . (c) The obligations of the Issuers in under this Section 7.07 shall 7.06 will survive the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee and or the satisfaction, discharge or termination of this Supplemental Indenture. Collateral Trustee. (d) To secure the Issuers’ payment obligations in this Section 7.077.06, the Trustee shall will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property that held in trust by the Trustee to pay the principal of and interest on any of, premium on, if any, or interest, if any, on, particular Notes. Such Lien shall will survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental 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 Issuers. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7Section 6.01(g) or (8) of the Base Indenture h) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as agreed upon the Issuer and the Trustee shall from time to time agree in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, Issuer shall indemnify each of the Trustee and or any predecessor trustee against Trustee and its agents for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claims, damages or expenses claims (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) )), liability or expense incurred by it them arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, trust (including the reasonable costs and expenses of enforcing this Supplemental Indenture defending themselves against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder), except in each of the foregoing cases to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence any negligence, bad faith or willful misconductmisconduct on their part. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity indemnity. The Issuer may, subject to the approval of which a Responsible Officer has received written notice. Failure by the Trustee to so notify the Issuers (which approval shall not relieve the Issuers of their obligations hereunder. The Issuers shall be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided , however , that the Issuer will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation Issuer need not reimburse any expense or removal of the Trustee and the satisfaction, discharge indemnify against any loss or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior liability to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust extent incurred by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation through its negligence, bad faith or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenturewillful misconduct. When the Trustee incurs expenses or renders services after an Event of a Default specified in Sections 6.01(7Section 6.01(5) or (8) of the Base Indenture Section 6.01(6) occurs, the such expenses and the compensation for such services shall be paid to the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Company shall pay to the -------------------------- Trustee from time to time such compensation as agreed upon the Company and the Trustee shall from time to time agree in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s 's and the Agents' compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Company shall reimburse the Trustee promptly and the Agents upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its their services, except any such disbursements, expenses and advances as may be attributable to the Trustee's or any Agent's negligence or bad faith. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents 's and counselAgents' accountants, experts and counsel and any taxes or other expenses incurred by a trust created pursuant to Section 8.4 hereof. The Issuers shallCompany shall indemnify each of the Trustee, jointly and severally, indemnify the any predecessor Trustee and any predecessor trustee against the Agents for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claimsclaim, damages expense or expenses (including reasonable legal fees and expenses) liability including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee) incurred by it arising out of the Trustee or an Agent without negligence, willful misconduct or bad faith on its part in connection with the acceptance or administration of this trust and its duties under this Supplemental Indenture, including the costs reasonable expenses and attorneys' fees and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties arising hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee and the Agents shall notify the Issuers Company promptly of any claim asserted against the Trustee or such Agent for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure However, the failure by the Trustee or the Agent to so notify the Issuers Company shall not relieve the Issuers Company of their its obligations hereunder. The Issuers Company shall defend the claim and the Trustee or such Agent shall cooperate in the defensedefense (and may employ its own counsel reasonably satisfactory to the Trustee) at the Company's expense. The Trustee or such Agent may have separate counsel and the Issuers Company shall pay the reasonable fees and expenses of such counsel. The Issuers Company need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation Company need not reimburse any expense or removal of the Trustee and the satisfaction, discharge indemnify against any loss or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust liability incurred by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation or removal such Agent as a result of the Trustee and the satisfaction and discharge violation of this Supplemental IndentureIndenture by the Trustee or such Agent if such violation arose from the Trustee's or such Agent's negligence or bad faith. When the Trustee or an Agent incurs expenses or renders services after the occurrence of an Event of Default specified in Sections 6.01(7subsection 6.1(h) or (8) of the Base Indenture occursi), the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) and the compensation for the services shall be preferred over the status of the Holders in a proceeding under any Bankruptcy Law and are intended to constitute expenses of administration under any Bankruptcy Law. The Company's obligations under this Section 7.7 and any claim arising hereunder shall survive the termination of this Indenture, the resignation or removal of any Trustee or Agent, the discharge of the Company's obligations pursuant to Article VIII and any rejection or termination under any Bankruptcy Law. The provisions of this Section 7.7 shall survive the termination of this Indenture.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time As compensation as agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunder. The , the Indenture Trustee shall be entitled to receive, on each Payment Date, the Indenture Trustee’s 's Fee pursuant to Section 8.02(c) hereof (which compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers ) and shall reimburse be entitled to reimbursement by the Trustee promptly upon request Servicer for all disbursements, advances and reasonable out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Indenture Trustee’s agents 's agents, counsel, accountants and counselexperts. The Issuers shall, jointly and severally, Issuer agrees to cause the Servicer to indemnify the Trustee Indenture Trustee, the Paying Agent and any predecessor trustee their officers, directors, employees and agents against any and all lossesloss, liabilities, claims, damages liability or expenses expense (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trusteeattorneys' fees) incurred by it arising out of or them in connection with the acceptance or administration of this trust and the performance of its or their duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductBasic Documents. The Indenture Trustee shall notify the Issuers Issuer and the Servicer promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Indenture Trustee so to so notify the Issuers Issuer and the Servicer shall not relieve the Issuers Issuer or the Servicer of its or their obligations hereunder. The Issuers Issuer shall, or shall cause the Servicer to, defend any such claim; provided, however, that if the defendants with respect to any such claim include the Issuer and/or the Servicer and the Trustee shall cooperate in the defense. The Trustee may have separate counsel Indenture Trustee, and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Indenture Trustee shall have a Lien prior reasonably concluded that there may be legal defenses available to it which are different from or in addition to those defenses available to the Notes on all money Issuer or property held the Servicer, as the case may be, the Indenture Trustee shall have the right, at the expense of the Servicer, to select separate counsel to assert such legal defenses and to otherwise defend itself against such claim. Neither the Issuer nor the Servicer need reimburse any expense or collected indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, except such money negligence or property held in trust by bad faith. The Issuer's payment obligations to the Indenture Trustee pursuant to pay the principal of and interest on any Notes. Such Lien this Section 6.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental IndentureIndenture and the termination or resignation of the Indenture Trustee. When the Indenture Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(7Section 5.01(f) or (8) of g) hereof with respect to the Base Indenture occursIssuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under Title 11 of the United States Code or any Bankruptcy Lawother applicable federal or state bankruptcy, insolvency or similar law. Notwithstanding anything in this Section 6.07 to the contrary, all amounts due the Indenture Trustee hereunder shall be payable in the first instance by the Servicer and, if not paid by the Servicer within 60 days after payment is requested from the Servicer by the Indenture Trustee, in accordance with the priorities set forth in Section 5.01 of the Sale and Servicing Agreement.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time compensation as agreed upon in writing for its acceptance of this Supplemental Indenture services hereunder and services hereunderunder the Notes as the Issuer and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to the compensation for its servicesHolders. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the agents, counsel, accountants and experts of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, Issuer shall indemnify the Trustee and any predecessor trustee against any and all lossesfees, liabilitiesloss, claimsliability, damages damages, claims or expenses (including reasonable legal fees and expenses) expense, including taxes (other than taxes based upon, measured by or determined by upon the income of the Trustee) (including reasonable attorneys’ and agents’ fees and expenses) incurred by it arising out without willful misconduct or gross negligence, as determined by a court of or competent jurisdiction, on its part in connection with the acceptance or administration of this trust and the performance of its duties hereunder and under this Supplemental Indenturethe Notes, including the fees, costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.077.7) and the Notes and of defending itself against any claim claims (whether asserted by any Holder, the Issuers Issuer or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductotherwise). The Trustee shall notify the Issuers Issuer promptly of any claim for which it may seek indemnity of which a Responsible Officer it has received written notice. Failure by the Trustee to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its obligations hereunder. The Issuers Issuer shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer’s expense in the defense. The Trustee may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent ; provided that the Issuer shall not be unreasonably withheld. The obligations required to pay the fees and expenses of such separate counsel if it assumes the Issuers Trustee’s defense, and, in this Section 7.07 shall survive resignation or removal the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Issuer and the Trustee and the satisfaction, discharge or termination of this Supplemental Indenturein connection with such defense. To secure the Issuers’ Issuer’s payment obligations in this Section 7.077.7, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien lien shall survive the satisfaction and discharge of this Indenture. The Trustee’s respective right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Issuer. The Issuer’s payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee and the satisfaction and discharge of this Supplemental Indenture. When under applicable law, when the Trustee incurs fees, expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(7Section 6.1(a)(5) or (8) of the Base Indenture occursa)(6), the fees and expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Issuers shall Issuer agrees to pay to the Trustee from time to time such compensation as shall be agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunderservices. The Trustee’s compensation shall not be limited by any law on regarding compensation of a trustee of an express trust. The Issuers shall Issuer agrees to reimburse promptly the Trustee promptly upon request for all disbursements, advances and reasonable out-of-pocket expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers shall, jointly and severally, Issuer shall indemnify each of the Trustee and any predecessor trustee each Agent against any and all lossesloss, liabilities, claims, damages liability or expenses expense (including reasonable legal attorneys’ fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it without gross negligence or bad faith on its part arising out of or and in connection with the acceptance or administration of its duties under this Supplemental Indenture, including the performance of its respective duties hereunder, and the exercise of its rights hereunder including, without limitation, the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers or liability and of complying with any process served upon it or any Holder or any other person) or liability of its officers in connection with the exercise or performance of any of its powers or duties hereunderunder this Indenture. The Issuer undertakes to indemnify the Trustee and each of the Agents and their affiliates against all losses, liabilities, including any and all tax liabilities, which, for the avoidance of doubt, shall include without limitation United States, Brazilian taxes and associated penalties, costs, claims, actions, damages, expenses or demands which any of them may incur or which may be made against any of them as a result of or in connection with the appointment of or the exercise of the powers and duties or rights by the Trustee or any Agent or its affiliates under this Indenture except to the extent any such loss, damage, claim, liability or expense determined to have been caused by as may result from its own gross negligence or willful misconduct. The Trustee and each Agent shall notify the Issuers Issuer promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee or such Agent to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its obligations hereunder. The Issuers shall defend If the Trustee or any Agent, as the case may be, determines in its reasonable discretion that no conflict of interest (or potential conflict of interest) exists, the Issuer will be entitled to participate in the Trustee’s defense of the claim or such Agent’s defense of the claim, as the case may be, and the Trustee shall cooperate in the defense. The Trustee or such Agent may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The To secure the payment obligations of the Issuers Issuer in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.077.06, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the TrusteeTrustee or the Paying Agent, except such money or property that held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien The obligations of the Issuer pursuant to this Section 7.06 shall survive the payment of the Notes, resignation or removal of the Trustee or any Agent and the satisfaction satisfaction, discharge and discharge termination of this Supplemental Indenture. When the Trustee incurs expenses after the occurrence of a Default or renders services after an Event of Default specified in Sections 6.01(7) or (8) of the Base Indenture occursSection 6.01(h), the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Lawbankruptcy law. The Issuer acknowledges that none of the Trustee, the Paying Agent or any other Agent makes any representations as to the interpretation or characterization of the transactions herein undertaken for tax or any other purpose, in any jurisdiction. The Issuer represents that it has fully satisfied itself as to any tax impact of this Indenture before agreeing to the terms herein, and is responsible for any and all federal, state, local, income, franchise, withholding, value added, sales, use, transfer, stamp or other taxes imposed by any jurisdiction in respect of this Indenture. The Issuer agrees to pay any and all stamp and other documentary taxes or duties which may be payable in connection with the execution, delivery, performance and enforcement of this Indenture by the Trustee or any Agent.

Compensation and Indemnity. The Issuers Issuer shall, or shall cause the Administrator to, pay to the Indenture Trustee from time to time reasonable compensation as agreed upon in writing for its acceptance of this Supplemental services pursuant to a fee agreement between the Administrator and the Indenture and services hereunderTrustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall, or shall cause the Administrator to, reimburse the Indenture Trustee promptly upon request for all disbursementsreasonable out-of-pocket expenses, disbursements and advances and expenses incurred or made by it it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Indenture Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers Issuer shall, jointly and severallyor shall cause the Administrator to, indemnify and hold harmless the Indenture Trustee and any predecessor trustee its officers, directors, employees, representatives and agents (each such Persons for purposes of this Section 6.07, an “Indemnified Person”) against any and all lossesloss, liabilitiesliability, claims, damages or expenses (including reasonable legal fees and expenses) including taxes tax (other than taxes based upon, measured by or determined by on the income of the Indenture Trustee) or expense (including attorneys’ fees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of its duties under the transactions contemplated by this Supplemental Indenture, including the reasonable costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself themselves against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its their powers or duties hereunder, except to under this Indenture or under any of the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductother Basic Documents. The Indenture Trustee shall notify the Issuers Issuer and the Administrator promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Indenture Trustee to so notify the Issuers Issuer and the Administrator shall not relieve the Issuers Issuer or the Administrator of their its obligations hereunder, provided that neither the Issuer nor the Administrator has been materially prejudiced by such failure to so notify and notice is given within 180 days of a Responsible Officer of the Indenture Trustee learning of such claim. The Issuers shall defend Issuer, or, if Issuer so causes, the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers Administrator, shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7) or (8) of the Base Indenture occurs, the expenses and the compensation for the services (including but not limited to the fees and expenses of its agents and counsel) related to the defense and settlement of any such claim at its expense, and no settlement of such claim may be made without the approval of the Issuer or the Administrator, as applicable, and the applicable Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. After notice from the Issuer or the Administrator, as applicable, to the Indemnified Person of the intention of the Issuer or the Administrator, as applicable, to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer or the Administrator, as applicable, so assumes the defense of such claim in a manner reasonably satisfactory to the Indemnified Person, neither the Issuer nor the Administrator will be liable for any legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer or the Administrator, as applicable, on one hand, and an Indemnified Person, on the other hand, in which case the Issuer or the Administrator, will pay for the separate counsel to the Indemnified Person. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith or arising from the Indenture Trustee’s breach of any of its representations or warranties or failure to perform any of its agreements set forth in this Indenture or any Basic Documents. The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any Bankruptcy Lawother applicable federal or state bankruptcy, insolvency or similar law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee and the Agents from time to time such compensation for their services as agreed upon the parties shall agree in writing for its acceptance of this Supplemental Indenture and services hereunderfrom time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly and the Agents upon request for all disbursements, advances and reasonable out-of-pocket expenses incurred or made by it it, including, but not limited to, costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers shall, jointly and severally, Issuer shall indemnify the Trustee and or any predecessor trustee Trustee in each of its capacities hereunder (including as Paying Agent and Registrar), and each of their officers, directors, employees, counsel and agents, against any and all lossesloss, liabilitiesliability or expense (including, claimsbut not limited to, damages or expenses (including reasonable legal attorneys’ fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its this trust and the performance of their duties hereunder and under this Supplemental Indenturethe Notes and the Guarantees, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) 7.6), the Notes and the Guarantees and of defending itself against any claim claims (whether asserted by any Holder, the Issuers Issuer or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductotherwise). The Trustee and the Agents shall notify the Issuers Issuer promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee or an Agent to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its obligations hereunder. The Issuers Issuer shall defend the claim and the Trustee shall cooperate in and the defense. The Trustee Agents may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers Issuer need not pay for reimburse any settlement made without their consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation liability or removal of expense incurred by the Trustee and the satisfactionor an Agent as a result of its own willful misconduct, discharge negligence or termination of this Supplemental Indenturebad faith. To secure the Issuers’ Issuer’s payment obligations in this Section 7.07Section, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except such Trustee other than money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien The right of the Trustee to receive payment of any amounts due under this Section 7.6 shall not be subordinate to any other liability or indebtedness of the Issuer. The Issuer’s obligations pursuant to this Section and any lien arising hereunder shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indentureor an Agent. When the Trustee or an Agent incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(7Section 6.1(v) or (8) of 6.1(vi) with respect to the Base Indenture occursIssuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. Pursuant to Section 10.1, the obligations of the Issuer hereunder are jointly and severally guaranteed by the Guarantors.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as agreed upon the Issuer and the Trustee shall from time to time agree in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, Issuer shall indemnify each of the Trustee and or any predecessor trustee against Trustee and its agents for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claims, damages or expenses (including reasonable legal fees and expenses) claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense (including reasonable fees and expenses of counsel) incurred by it them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, trust including the reasonable costs and expenses of enforcing this Supplemental Indenture defending themselves against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder, except to hereunder (including the extent any such loss, damage, claim, liability costs and expenses of enforcing this Indenture against the Issuer or expense determined to have been caused by its own gross negligence or willful misconductthe Guarantors (including this Section 9.07)). The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity of which a Responsible Officer has received written notice. Failure by indemnity, provided, however, that the Trustee failure to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their obligations hereunderany liability that it may have to the Trustee hereunder (except to the extent that the Issuer is materially prejudiced or otherwise forfeits substantive rights or defenses by reason of such failure). The Issuers Issuer shall defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer will not be required to pay such fees and expenses if there is no conflict of interest between the Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheldwithheld or delayed. The obligations of Issuer need not reimburse any expense or indemnify against any loss or liability to the Issuers in this Section 7.07 shall survive resignation or removal of extent incurred by the Trustee and through the satisfactionTrustee’s negligence, discharge bad faith or termination of this Supplemental Indenturewillful misconduct. To secure the Issuers’ Issuer’s payment obligations in this Section 7.079.07, the Trustee shall have a Lien prior to the Notes on against all money or property held or collected by the Trustee, in its capacity as Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of a Default specified in Sections 6.01(7Section 8.01(vii) or (8) of the Base Indenture viii) occurs, the such expenses and the compensation for such services shall be paid to the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 9.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time reasonable compensation as for its services hereunder (which shall be agreed upon to from time to time in writing for its acceptance of this Supplemental Indenture by the Issuer and services hereunderthe Trustee). The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon written request for all reasonable and documented out-of-pocket disbursements, expenses and advances (including reasonable and documented fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence or willful misconduct. Such expenses shall include the reasonable and documented compensation, disbursements and expenses of the Trustee’s agents agents, accountants, experts and counsel. The Issuers shallIssuer and the Company, jointly and severally, shall indemnify the Trustee and or any predecessor trustee against Trustee and its agents, employees, officers, stockholders and directors for, and hold them harmless against, any and all lossesloss, liabilitiesliability or expense, claims, damages or expenses (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) ), incurred by it them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, trust including the reasonable costs and expenses of enforcing this Supplemental Indenture defending themselves against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents, employees, officers, stockholders and directors for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by At the Trustee to so notify Trustee’s reasonable discretion, the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers Issuer shall defend the claim and the Trustee shall cooperate and may participate in the defense; provided that any settlement of a claim shall be approved in writing by the Trustee. The Alternatively, the Trustee may at its option have separate counsel of its own choosing and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer will not be required to pay such fees and expenses if it assumes the Trustee’s defense and there is no conflict of interest between the Issuer and the Trustee and its agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent shall not be unreasonably withheld. The obligations of Issuer need not reimburse any expense or indemnify against any loss or liability to the Issuers in this Section 7.07 shall survive resignation or removal of extent incurred by the Trustee and the satisfactionthrough its negligence, discharge bad faith or termination of this Supplemental Indenturewillful misconduct. To secure the Issuers’ Issuer’s payment obligations Obligations in this Section 7.07, the Trustee shall have a Lien lien prior to the Notes on Securities against all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indentureits capacity as Trustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7clause (f) or (8) g) of the Base Indenture Section 6.01 occurs, the expenses and the compensation for the services (including shall be paid to the fees extent allowable under any Bankruptcy Law. The Issuer’s and expenses the Company’s Obligations under this Section 7.07 and any claim arising hereunder shall survive the resignation or removal of its agents any Trustee, the discharge of the Issuer’s Obligations pursuant to Article 8 and counsel) are intended to constitute expenses of administration any rejection or termination under any Bankruptcy Law.

Compensation and Indemnity. The Issuers shall pay to the Trustee and the Agents from time to time such reasonable compensation as agreed upon the Issuers and the Trustee may agree in writing for its the Trustee’s acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse each of the Trustee and the Agents promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers shalland the Guarantors shall indemnify each of the Trustee and the Agents, jointly and severally, indemnify the Trustee and any predecessor trustee against any and all losses, liabilities, claims, damages liabilities or expenses (including reasonable legal fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers an Issuer, any Guarantor or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined may be attributable to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers and the Guarantors promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee to so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations hereunder. The Issuers and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel; provided that the Issuers and the Guarantors will not be required to pay such fees and expenses if they assume the Trustee’s defense with counsel acceptable to and approved by the Trustee (such approval not to be unreasonably withheld) and there is no conflict of interest between the Issuers and the Trustee in connection with such defense. The Issuers and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence or willful misconduct of the Trustee. The obligations of the Issuers in and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental IndentureTrustee. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property that held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental IndentureTrustee. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7Section 6.01(i) or (8) of the Base Indenture j) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation for their services as agreed upon the parties shall agree in writing for its acceptance of this Supplemental Indenture and services hereunderfrom time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all disbursements, advances and reasonable out-of-pocket expenses incurred or made by it it, including, but not limited to, costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel, in addition to the compensation for its services. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers shall, jointly and severally, Issuer shall indemnify the Trustee and or any predecessor trustee Trustee in each of its capacities hereunder (including Paying Agent, and Registrar), and each of their officers, directors, employees, counsel and agents, against any and all lossesloss, liabilitiesliability or expense (including, claimsbut not limited to, damages or expenses (including reasonable legal attorneys’ fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its this trust and the performance of their duties hereunder and under this Supplemental Indenturethe Notes and the Guarantees, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) 7.6), the Notes and the Guarantees and of defending itself against any claim claims (whether asserted by any Holder, the Issuers Issuer or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductotherwise). The Trustee shall notify the Issuers Issuer promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its obligations hereunder. The Issuers Issuer shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers Issuer need not pay for reimburse any settlement made without their consentexpense or indemnify against any loss, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation liability or removal of expense incurred by the Trustee and the satisfactionas a result of its own willful misconduct, discharge negligence or termination of this Supplemental Indenturebad faith. To secure the Issuers’ Issuer’s payment obligations in this Section 7.07Section, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except such Trustee other than money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien The right of the Trustee to receive payment of any amounts due under this Section 7.6 shall not be subordinate to any other liability or indebtedness of the Issuer. The Issuer’s payment obligations pursuant to this Section and any lien arising hereunder shall survive the discharge of this Indenture and the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental IndentureTrustee. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(7Section 6.1(v) or (8) of vi) with respect to the Base Indenture occursIssuer, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. Pursuant to Section 10.1, the obligations of the Issuer hereunder are jointly and severally guaranteed by the Guarantors.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time compensation as agreed upon in writing for its acceptance of this Supplemental Indenture services hereunder and services hereunderunder the Notes as the Issuer and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all disbursements, advances and reasonable out‑of‑pocket expenses incurred or made by it in addition it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to the compensation for its servicesHolders. Such expenses shall include the reasonable compensationcompensation and expenses, disbursements and expenses advances of the agents, counsel, accountants and experts of the Trustee’s agents and counsel. The Issuers shallIssuer and the Guarantors, jointly and severally, shall indemnify the Trustee Trustee, its directors, officers, employees and any predecessor trustee agents against any and all lossesloss, liabilitiesliability, claimsdamages, damages claims or expenses (including reasonable legal fees and expenses) expense, including taxes (other than taxes based upon, measured by or determined by upon the income of the Trustee) (including reasonable attorneys’ and agents’ fees and expenses) incurred by it arising out without willful misconduct or gross negligence, as determined by a final nonappealable order of or a court of competent jurisdiction, on its part in connection with the acceptance or administration of this trust and the performance of its duties hereunder, under this Supplemental Indenturethe Notes and the other Note Documents, including the costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.077.7) and the Notes and of defending itself against any claim claims (whether asserted by any Holder, the Issuers Issuer or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductotherwise). The Trustee shall notify the Issuers Issuer promptly of any claim for which it may seek indemnity of which a Responsible Officer it has received written notice. Failure by the Trustee to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its obligations hereunder. The Issuers Issuer shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer’s expense in the defense. The Trustee may have separate counsel and the Issuers Issuer shall pay the fees and expenses of such counsel; provided that the Issuer shall not be required to pay the fees and expenses of such separate counsel if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Issuer and the Trustee in connection with such defense; provided further that, the Issuer shall be required to pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers counsel in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indentureevaluating such conflict. To secure the Issuers’ Issuer’s payment obligations in this Section 7.077.7 and Section 12.7(z), the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee, except such Trustee other than money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien lien shall survive the satisfaction and discharge of this Indenture. The Trustee’s and Collateral Agent’s respective right to receive payment of any amounts due under this Section 7.7 and Section 12.7(z) shall not be subordinate to any other liability or Indebtedness of the Issuer. The Issuer’s payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and any resignation or removal of the Trustee and under Section 7.8. Without prejudice to any other rights available to the satisfaction and discharge of this Supplemental Indenture. When Trustee under applicable law, when the Trustee incurs fees, expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(7clause (4) or clause (8) 5) of the Base Indenture occursSection 6.1(a), the fees and expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy LawCode.

Compensation and Indemnity. The Issuers and the Subsidiary Guarantors shall pay to the Trustee from time to time such compensation as shall be agreed upon in writing between the Issuers and the Trustee for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers and the Subsidiary Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, the Subsidiary Guarantors shall indemnify each of the Trustee and or any predecessor trustee successor Trustee against any and all losses, liabilitiesdamages, claims, damages liabilities or expenses (including reasonable legal attorneys’ fees and expenses) including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, including the costs and expenses of enforcing this Supplemental Indenture against either of the Issuers or any Subsidiary Guarantor (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuers an Issuer, any Subsidiary Guarantor, or any Holder or any other personPerson) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined may be attributable to have been caused by its own gross negligence or willful misconductbad faith. The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers and the Subsidiary Guarantors of their obligations hereunder. The Issuers and the Subsidiary Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Subsidiary Guarantors shall pay the reasonable fees and expenses of such separate counsel; provided that the Issuers and the Subsidiary Guarantors will not be required to pay such fees and expenses if they assume the Trustee’s defense with counsel acceptable to and approved by the Trustee (such approval not to be unreasonably withheld) and there is no conflict of interest between the Issuers and the Trustee in connection with such defense. The Issuers and the Subsidiary Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Subsidiary Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the Trustee to the extent such expense, liability or loss is attributable to the negligence or bad faith of the Trustee. The obligations of the Issuers in and the Subsidiary Guarantors under this Section 7.07 shall survive resignation or removal the satisfaction and discharge of this Indenture and the replacement of the Trustee and the satisfaction, discharge or termination of this Supplemental IndentureTrustee. Back to Contents To secure the Issuers’ and the Subsidiary Guarantors’ payment obligations in this Section 7.07Section, the Trustee shall have a Lien (which it may exercise through right of set-off) prior to the Notes on all money or property held or collected by the Trustee, except such money or property that held in trust by the Trustee to pay the principal of principal, premium, if any, and interest (including Additional Interest, if any) on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7Section 6.01(h) or (8) of the Base Indenture i) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation as agreed upon the Issuers and the Trustee shall from time to time agree in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents and counsel. The Issuers shall, jointly and severally, shall indemnify each of the Trustee and or any predecessor trustee against Trustee and its agents for, and hold them harmless against, any and all lossesloss, liabilitiesdamage, claims, damages or expenses (including reasonable legal fees and expenses) claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) ), liability or expense incurred by it them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, Indenture including the reasonable costs and expenses of enforcing this Supplemental Indenture defending themselves against the Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its the Trustee’s rights, powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconduct. The Trustee shall notify the Issuers promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity of which a Responsible Officer has received written notice. Failure by the Trustee indemnity, provided that failure to so notify the Issuers provide such notice shall not relieve the Issuers of their obligations hereunderin this Section 7.07. The Issuers shall may, at the request of the Trustee, defend the claim and the Trustee shall cooperate in the defense. The ; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their consent, written consent (which consent shall not be unreasonably withheld). The obligations of Issuers need not reimburse any expense or indemnify against any loss or liability to the Issuers extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfactionIndenture, discharge or termination of this Supplemental Indenture. To to secure the Issuers’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on against all money or property held or collected by the Trustee, in its capacity as Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of a Default specified in Sections 6.01(7Section 6.01(8) or (8) of the Base Indenture 6.01(9) occurs, the such expenses and the compensation for such services shall be paid to the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation for its services as has been agreed upon to in writing for its acceptance of this Supplemental Indenture signed by the Issuer and services hereunderthe Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all disbursements, advances and reasonable out-of-pocket expenses incurred or made by it in addition to connection with the compensation for performance of its servicesduties under this Indenture. Such expenses shall include the reasonable compensation, disbursements fees and expenses of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers shall, jointly Issuer and severally, the Guarantors shall indemnify each of the Trustee and (or any predecessor trustee against Trustee) and its agents, employees, stockholders, Affiliates and directors and officers for, and hold them each harmless against, any and all lossesloss, liabilitiesliability, claimsdamage, damages claim or expenses expense (including reasonable legal fees and expenses) expenses of counsel), including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee) incurred by it them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture, Indenture including the reasonable costs and expenses of enforcing this Supplemental Indenture against the Issuers (including this Section 7.07) and defending itself themselves against any claim (whether asserted by the Issuers or any Holder or any other person) or liability in connection with the exercise or performance of any of its their rights, powers or duties hereunder, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own gross negligence or willful misconductunder this Indenture. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by At the Trustee to so notify Trustee’s sole discretion, the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers Issuer or such Guarantor shall defend the claim and the Trustee shall cooperate and may participate in the defense; provided, however, that any settlement of a claim shall be approved in writing by the Trustee if such settlement would result in an admission of liability by the Trustee or if such settlement would not be accompanied by a full release of the Trustee for all liability arising out of the events giving rise to such claim. The Alternatively, the Trustee may at its option have separate counsel of its own choosing and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. The obligations of the Issuers in this Section 7.07 shall survive resignation or removal of the Trustee and the satisfaction, discharge or termination of this Supplemental Indenture. To secure the IssuersIssuer’s and the Guarantors’ payment obligations in this Section 7.077.7, the Trustee shall have a Lien prior to the Notes on all assets or money or property held or collected by the Trustee, in its capacity as Trustee, except such assets or money or property held in trust by the Trustee to pay the principal of and or premium, if any, or interest on any particular Notes. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(7Section 6.1(7) or (8) of the Base Indenture occurs, the such expenses and the compensation for the such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The provisions of this Section 7.7 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as shall be agreed upon in writing for its acceptance of this Supplemental Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall pay or reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances and expenses incurred or made by it the Trustee in accordance with any of the provisions hereof or any other documents executed in connection herewith including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements disbursements, charges, advances and expenses of the Trustee’s agents and counselcounsel and of all Persons not regularly in its employ. The Issuers shallIssuer shall indemnify, jointly defend and severally, indemnify hold harmless the Trustee and any predecessor trustee its officers, directors, employees, representatives and agents, from and against and reimburse the Trustee for any and all claims, obligations, losses, liabilities, claims, damages or expenses (including reasonable legal attorneys’ fees and expenses) including taxes ), damages, injuries (to person, property, or natural resources), penalties, stamp or other than taxes based uponsimilar taxes, measured actions, suits, judgments of whatever kind or nature regardless of their merit, demanded, asserted, claimed or incurred by or determined against the Trustee directly or indirectly relating to, or arising from, claims against the Trustee by the income of the Trustee) incurred by it arising out of or in connection with the acceptance or administration reason of its duties under this Supplemental Indentureparticipation in the transactions contemplated hereby, including without limitation, the costs and expenses of enforcing this Supplemental Indenture against the Issuers Issuer (including this Section 7.077.05) and defending itself against any claim (whether asserted by the Issuers all reasonable costs required to be associated with claims for damages to Persons or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunderproperty, and reasonable attorneys’ and consultants’ fees and expenses and court costs, except to the extent any such loss, damage, claim, liability or expense determined to have been caused by its own the Trustee gross negligence or willful misconduct. The Trustee shall notify the Issuers Issuer promptly of any claim for which it may seek indemnity of which a Responsible Officer has received written noticeindemnity. Failure by the Trustee to so notify the Issuers Issuer shall not relieve the Issuers Issuer of their its obligations hereunder. The Issuers shall Issuer shall, at the sole discretion of the Trustee, defend the claim and the Trustee shall may cooperate and may participate at the Issuer’s expense in the such defense. The Alternatively, the Trustee may at its option have separate counsel of its own choosing and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel. The Issuers Issuer need not pay for any settlement made without their its consent, which consent shall may not be unreasonably withheldwithheld or delayed. The obligations of the Issuers in this Section 7.07 Issuer shall survive resignation not reimburse any expense or removal of indemnify against any losses, liabilities and expenses (including, without limitation, attorneys’ fees and expenses) incurred by the Trustee and through the satisfaction, discharge Trustee’s own willful misconduct or termination gross negligence conclusively determined by a court of this Supplemental Indenturecompetent jurisdiction not subject to appeal. To secure the Issuers’ Issuer’s payment obligations in this Section 7.077.05, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except such money or property held in trust by the Trustee to pay the principal of and interest on any Notesits capacity as Trustee. Such Lien shall survive the resignation or removal of the Trustee and the satisfaction and discharge of all Notes under this Supplemental Indenture. When the Trustee incurs expenses or renders services after an Event the occurrence of a Default specified in Sections 6.01(7Section 6.01(a)(v) with respect to the Issuer or (8) of the Base Indenture occursany Restricted Subsidiary, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under Bankruptcy Law. The Issuer’s obligations under this Section 7.05 and any claim or Lien arising hereunder shall survive the resignation or removal of any Trustee, the satisfaction and discharge of the Issuer’s obligations pursuant to Article Eight and any rejection or termination under any Bankruptcy Law, and the termination of this Indenture.