Common use of Compensation and Indemnity Clause in Contracts

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company and the Guarantors, jointly and severally, shall indemnify the Trustee or any predecessor Trustee and their directors, officers, employees and agents against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) Incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the Company’s 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 other than money or property held in trust to pay principal of and interest on particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 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 under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such reasonable compensation for the Trustee’s its acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the TrusteeTrustee 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 Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred expenses, disbursements and advances incurred or made by it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel retained by the Trustee in connection with the delivery of an opinion of counsel or otherwise, in addition to the compensation for its services, except for any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants accountants, experts and experts. other Persons not regularly in its employ. (b) The Company and the Guarantors, jointly and severally, shall indemnify the Trustee or any predecessor Trustee and their directors, officers, employees and agents against any and all loss, liability, claim, damage liability or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based uponexpenses) incurred by it without negligence, measured by willful misconduct or determined by the income of the Trustee)) Incurred by or bad faith on its part in connection with the acceptance or and administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and of defending itself against or investigating any claim claims (whether asserted by any Holder, the Company, any Guarantor, any holder Security Guarantor or any other Personotherwise). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure indemnity. Failure by the Trustee to so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties Trustee may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, provided that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense the Trustee’s defense, and, in such indemnified parties’ the reasonable judgmentjudgment of outside counsel to the Trustee, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties Trustee in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred incurred by an indemnified party the Trustee through such partythe Trustee’s own negligence, willful misconduct, negligence misconduct or bad faith. . (c) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on a particular NotesSecurity. The Trustee’s right to receive payment of any amounts due under this Section 7.07 shall not be subordinate to any other liability or indebtedness of the Company. (d) The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Indenturethe Securities, the termination for any rejection or termination reason of this Indenture under any bankruptcy law or and the resignation or removal of the Trustee. Without prejudice to any other rights available to When the Trustee under applicable law, when the Trustee Incurs incurs expenses after or renders services in connection with the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the CompanyBankruptcy Law Event of Default, the expenses (including the reasonable charges and expenses of its counsel) are intended to constitute expenses of administration under the any Bankruptcy Law; provided that this shall not affect the Trustee’s rights as set forth in this Section 7.07 or Section 7.11. No provision “Trustee” for purposes of this Indenture Section shall require include any predecessor Trustee; provided, however, that the Trustee to expend negligence, willful misconduct or risk its own funds or otherwise Incur any financial liability in the performance bad faith of any of its duties hereunder, or in Trustee hereunder shall not affect the exercise rights of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionother Trustee hereunder.

Compensation and Indemnity. The Company shall and the Guarantors, jointly and severally, agree to: (i) pay to the Trustee from time to time such reasonable compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually has been agreed to in writing between by the Company and the Trustee. The Trustee’s , which compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall ; (ii) reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred incurred or made by it, including costs of collection, in addition to the compensation for its services. Such services (such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, advisors, accountants and experts. The Company ); and the Guarantors(iii) indemnify, jointly defend, protect and severally, shall indemnify hold harmless the Trustee or any predecessor (in its individual capacity and Trustee capacities) and their its directors, officers, employees officers and agents against any and all loss, damage, claims, liability, claim, damage cost or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured court costs) incurred by or determined by the income of the Trustee)) Incurred by or it in connection with the acceptance or administration of this trust Indenture and the trusts thereunder and the performance of its duties hereunder, hereunder or any of the Note Documents (including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor of the Guarantors (including this Section 7.077.06) and or defending itself against or investigating any claim (whether asserted by any Holder, the Company, any Priority Unsecured Notes Subsidiary Guarantor, any holder or any other Person). The obligation to pay such amounts shall survive Collateral Grantor, or liability in connection with the payment in full acceptance, exercise or defeasance performance of the Notes any of its powers or the removal or resignation of the Trusteeduties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure indemnity. Failure by the Trustee to so to notify the Company shall not relieve the Company of its obligations hereunder or any Guarantor of its indemnity obligations hereunderthe Note Documents. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties Trustee may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred found by an indemnified party a court of competent jurisdiction in a final, non-appealable judgment to have been incurred by the Trustee through such partythe Trustee’s own willful misconduct, negligence misconduct or bad faithgross negligence. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.077.06, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 shall survive the satisfaction or and discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or and the resignation or removal of the Trustee. Without prejudice to any other rights available to When the Trustee under applicable law, when the Trustee Incurs incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under any Bankruptcy Law or any similar federal, provincial, territorial or state law for the Bankruptcy Law. No provision relief of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactiondebtors.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee Collateral Agent from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually shall be agreed to in writing between by the Company and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation Collateral Agent for its acceptance of a trustee of an express trustthis Indenture, the Intercreditor Agreement, the Collateral Documents and services hereunder. The Company shall will reimburse the Trustee Collateral Agent promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses Incurred incurred or made by itit in connection with the Collateral Agent’s duties under the Indenture Documents, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the TrusteeCollateral Agent’s agents, reasonably retained professional advisors, and counsel, accountants and experts. except any disbursement, advance or expense as may be attributable to the Collateral Agent’s willful misconduct, bad faith or gross negligence. (b) The Company and the GuarantorsGuarantors shall, jointly and severally, shall indemnify the Trustee or any predecessor Trustee and their directors, officers, employees and agents Collateral Agent against any and all lossclaims, liabilitydemands, claimcauses of action, damage losses, liabilities, damages, fines, penalties, costs, fees, charges or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based uponon, measured by or determined by the income of the Trustee)Collateral Agent) Incurred incurred by it arising out of or in connection with the acceptance or administration of its duties under this trust Indenture, the Intercreditor Agreement and the performance of its duties hereunderCollateral Documents, including (i) any claim relating to the grant to the Collateral Agent of any Lien in any property or assets of the Company or the Guarantors and (ii) the costs and expenses of enforcing this Indenture or Guarantee Indenture, the Intercreditor Agreement and the Collateral Documents against the Company or any Guarantor and the Guarantors (including this Section 7.0713.11) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantorthe Guarantors, any holder Holder or any other Person)) or liability in connection with the exercise or performance of any of its powers or duties hereunder or thereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith. The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee Collateral Agent shall notify the Company promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure indemnity. Failure by the Collateral Agent to so to notify the Company shall will not relieve the Company or any Guarantor the Guarantors of its indemnity their obligations hereunder, except to the extent the Company is materially prejudiced thereby. The Company or such Guarantor shall defend the such claim and the indemnified party Collateral Agent shall provide reasonable cooperation at the Company’s expense cooperate in the defense. Such indemnified parties In the event the Collateral Agent is advised by counsel that a conflict of interest exists, the Collateral Agent may have its own separate counsel counsel, which, so long as no Default or Event of Default has occurred, shall be reasonably satisfactory to the Company, and the Company and such Guarantor, as applicable, shall will pay the reasonable fees and expenses of such counsel; provided, however, that . Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent shall not be required unreasonably withheld. Notwithstanding anything to pay such fees and expenses if the contrary herein, the Company need not reimburse the Collateral Agent for any cost or expense or indemnify it assumes such indemnified parties’ defense andagainst any loss or liability incurred by the Collateral Agent through its own gross negligence, in such indemnified parties’ reasonable judgment, there is no actual bad faith or potential conflict willful misconduct. (c) The obligations of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the Company’s and the Guarantors’ payment obligations in Guarantors under 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 other than money or property held in trust to pay principal of and interest on particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 13.11 shall survive the satisfaction or and discharge of this IndentureIndenture and the resignation, any rejection removal or termination of this Indenture under any bankruptcy law or the resignation or removal replacement of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionCollateral Agent.

Compensation and Indemnity. The Company Casella shall pay to the Trustee from time to time such compensation as Casella and the Trustee shall from time to time agree in writing for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the Trusteehereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Casella shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses Incurred and advances (including reasonable fees and expenses of counsel) incurred or made by it, including costs of collection, 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 fees and expenses, disbursements and advances expenses of the Trustee’s agents, 's agents and counsel, accountants and experts. The Company and the Guarantors, jointly and severally, Casella shall indemnify each of the Trustee or any predecessor Trustee and their directorsits agents, employees, officers, employees stockholders and agents against directors for, and hold them harmless against, any and all loss, liabilitydamage, claim, damage or expense (including reasonable attorneys’ fees and expenses and claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) Incurred , liability or expense incurred by 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 this trust and the performance of its duties hereunder, including the reasonable costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself themselves against or investigating any claim (whether asserted by or liability in connection with the Company, exercise or performance of any Guarantor, any holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee's rights, powers or duties hereunder. The Trustee shall notify the Company Casella promptly of any claim asserted against the Trustee or any of its agents, employees, officers, stockholders and directors for which it may seek indemnity promptly upon obtaining actual knowledge thereof; providedindemnity. Casella may, however, that any failure so subject to notify the Company approval of the Trustee (which approval shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall be unreasonably withheld), defend the claim and the indemnified party Trustee shall provide reasonable cooperation at the Company’s expense cooperate in the defense. Such indemnified parties The Trustee and its agents, employees, officers, stockholders and directors subject to the claim may have separate counsel and the Company and such Guarantor, as applicable, Casella shall pay the reasonable fees and expenses of such counsel; providedPROVIDED, howeverHOWEVER, that the Company shall Casella will not be required to pay such fees and expenses if if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes such indemnified parties’ the Trustee's defense and, in such indemnified parties’ reasonable judgment, and there is no actual or potential conflict of interest between the Company Casella and the GuarantorsTrustee and its agents, as applicableemployees, officers, stockholders and such parties directors subject to the claim in connection with such defensedefense as reasonably determined by the Trustee. The Company Casella need not pay for any settlement made without its written consent. Casella need not reimburse any expense or indemnify against any lossloss or liability to the extent incurred by the Trustee through its negligence, liability bad faith or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the Company’s and the Guarantors’ ▇▇▇▇▇▇▇'▇ 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 other than Trustee, in its capacity as Trustee. The obligations of Casella and the Guarantors under this Section shall not be subordinated to the payment of Senior Debt pursuant to Article Ten or Section 11.02 except assets or money or property held in trust to pay principal of and or interest on particular Notes. The Company’s When the Trustee incurs expenses or renders services after a Default specified in Section 6.01(8) or (9) occurs, such expenses and the Guarantors’ payment obligations pursuant compensation for such services shall be paid to the 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 or and 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 under applicable law, when the Trustee Incurs expenses after the occurrence appointment of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionsuccessor Trustee.

Compensation and Indemnity. The Company shall pay to the Trustee (acting in any capacity hereunder) from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, court costs, accountants and experts. The Company and the Guarantors, jointly and severally, shall indemnify the Trustee (acting in any capacity hereunder) or any predecessor Trustee and their directors, officers, employees and agents against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses expenses, court costs and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) Incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, gross negligence or bad faith, as determined by a court of competent jurisdiction in a final nonappealable order. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07to the Trustee hereunder, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 the Trustee hereunder 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 under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually shall be agreed to upon in writing between the Company and the Trusteefor its services. The Trustee’s compensation of the Trustee shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred expenses, disbursements and advances incurred or made by it, including costs of collection, the Trustee in addition to the compensation for its servicesaccordance with this Indenture. Such expenses shall include the reasonable compensation and compensation, expenses, disbursements and advances of the Trustee’s agents, 's agents and counsel, accountants and experts. The Company and the Guarantors, jointly and severally, shall indemnify and hold harmless the Trustee or any predecessor Trustee and their its directors, agents and employees (including officers, employees and agents ) (collectively the "Indemnitees") against any and all losslosses, liabilityliabilities, claimobligations, damage or expense damages, penalties, fines, judgments, actions, suits, proceedings, reasonable costs and expenses (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured disbursements of counsel) of any kind whatsoever that may be incurred by or determined by imposed on the income Indemnitees or any of the Trustee)) Incurred by them arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel's duties under this Indenture; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability obligation, damage, penalty, fine, judgment, action, suit, proceeding, reasonable cost or expense Incurred (including reasonable fees and disbursements of counsel) of any kind whatsoever that may be incurred by an indemnified party through such party’s own willful misconduct, Indemnitees or any of them which results from the negligence or bad faithwillful misconduct of the Indemnitees or any of them. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless the Company is materially prejudiced thereby. The Company shall defend the claim, and the Trustee shall cooperate in the defense. Unless otherwise set forth herein, the Indemnitees or any of them, may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The provisions of this Section 5.07 shall survive the termination of this Indenture and the resignation or removal of the Trustee for any reason, including any termination under any bankruptcy law. To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.075.07, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee other than Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of of, premium, if any, and interest on particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 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 If the Trustee under applicable law, when the Trustee Incurs incurs expenses or renders services after the occurrence of a an Event of Default specified in Section 6.01(f4.01(h) or (g) with respect Section 4.01(i), such expenses, and the compensation due to the CompanyTrustee for such services, the expenses are intended to constitute expenses of administration under Title 11 of the United States Bankruptcy Law. No provision Code or any applicable federal or state law for the relief of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactiondebtors.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such reasonable compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the Trusteeservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses Incurred and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s 's agents, accountants, experts and counsel, accountants and experts. The Company and the Guarantors, jointly and severally, shall indemnify the Trustee or any predecessor Trustee (in its capacity as Trustee) and their each of its officers, directors, officers, employees attorneys-in-fact and agents against for, and hold it harmless against, any and all loss, liability, claim, damage or demand, expense (including but not limited to reasonable attorneys’ fees compensation, disbursements and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee's agents and counsel)) Incurred , loss or liability incurred by them without negligence, bad faith or willful misconduct on its part, arising out of or in connection with (a) the acceptance or administration of this trust and the performance of its their rights or duties hereunder, hereunder including the reasonable costs and expenses of enforcing this Indenture defending themselves against any claim or Guarantee against liability in connection with the exercise or performance of any of its powers or duties hereunder and (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any real property owned, leased or at any time operated by the Company or any Guarantor of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of Hazardous Materials at any location, whether or not owned or operated by the Company or any of its Subsidiaries, the non-compliance of any real property with foreign, federal, state and local laws, regulations, and ordinances (including this Section 7.07applicable permits thereunder) and defending itself against applicable to any real property, or investigating any environmental claim (whether asserted relating in any way to the Company or any of its Subsidiaries, their operations, or any real property owned, leased or at any time operated by the Company, any Guarantor, any holder Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other Person). The obligation consultants incurred in connection with any such investigation, litigation, or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to pay such amounts shall survive the payment in full or defeasance extent incurred by reason of the Notes gross negligence or the removal or resignation willful misconduct of the Trusteeperson to be indemnified). The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunderindemnity. The Company shall defend the claim and the indemnified party Trustee shall provide reasonable cooperation at the Company’s 's expense in the defense. Such indemnified parties The Trustee may have separate counsel and the Company and such Guarantor, as applicable, shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company shall will not be required to pay such fees and expenses if it assumes such indemnified parties’ the Trustee's defense and, in such indemnified parties’ reasonable judgment, and there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties Trustee in connection with such defense. The Company need not pay for any settlement made without its written consent. The Company need not reimburse any expense or indemnify against any lossloss or liability to the extent incurred by the Trustee through its negligence, liability bad faith or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.078.7, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property assets held or collected by the Trustee other than money or property Trustee, in its capacity as Trustee, except assets held in trust to pay principal of and interest Contingent Payments on particular NotesSecurities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.1(5), (6) or (7) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The Company’s 's obligations under this Section 8.7 and any lien arising hereunder shall survive the Guarantors’ payment resignation or removal of the Trustee, the discharge of the Company's obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Indenture, Article IX and 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 under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. (a) The Company shall agrees to pay to the Trustee Warrant Agent from time to time such reasonable compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed and to in writing between the Company and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee Warrant Agent upon request for all reasonable out-of-pocket expenses Incurred or made expense incurred by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances expenses of the TrusteeWarrant Agent’s agents, counsel, accountants agents and expertscounsel incurred by the Warrant Agent in connection with the services rendered by it under this Agreement as agreed. The Company and the Guarantors, jointly and severally, shall indemnify the Trustee or any predecessor Trustee Warrant Agent, its officers and their directors, officers, employees and agents directors against any and all loss, liability, claim, damage liability or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based uponexpenses) incurred by it without negligence, measured by willful misconduct or determined by the income bad faith on its part arising out of the Trustee)) Incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing under this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any holder or any other Person)Agreement. The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee Warrant Agent shall notify the Company promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defenseindemnity. The Company need not reimburse any expense or indemnify against any loss, loss or liability or expense Incurred incurred by an indemnified party the Warrant Agent through such party’s own willful misconduct, gross negligence or bad faith. To secure the Company’s 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 other than money or property held in trust to pay principal of and interest on particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under Agreement. (b) The Warrant Agent shall be responsible for and shall indemnify and hold the Company harmless from and against any bankruptcy law and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the resignation Warrant Agent’s refusal or removal failure to comply with the terms of this Agreement, or which arise out of Warrant Agent’s negligence, bad faith or willful misconduct or which arise out of the Trustee. Without prejudice breach of any representation or warranty of the Warrant Agent hereunder, for which the Warrant Agent is not entitled to indemnification under this Agreement; provided, however, the Warrant Agent’s aggregate liability hereunder during any other rights available to the Trustee under applicable law, when the Trustee Incurs expenses after the occurrence term of a Default specified in Section 6.01(f) or (g) this Agreement with respect to the Companyto, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of arising from, or arising in connection with this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability Agreement, whether in the performance of any of its duties hereundercontract, or in tort, or otherwise, is limited to, and shall not exceed, the exercise of any of its rights or powersamounts paid hereunder by the Company to the Warrant Agent as fees and charges, if repayment of such funds or adequate indemnity against such risk or liability is but not assured to its satisfactionincluding reimbursable expenses.

Compensation and Indemnity. The Company shall pay to the Trustee (acting in any capacity hereunder or in connection herewith) from time to time such compensation compensation, as the Company and the Trustee shall from time to time agree in writing, for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the Trusteehereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee (acting in any capacity hereunder or in connection herewith) upon request for all reasonable out-of-pocket expenses Incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company and the Subsidiary Guarantors, jointly and severally, severally shall indemnify the Trustee (acting in any capacity hereunder or any predecessor Trustee and their in connection herewith), including its officers, directors, officers, employees and agents agents, and shall hold them harmless, against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)expenses) Incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Note Guarantee against the Company or any Subsidiary Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, any Subsidiary Guarantor, any holder or any other Person). The obligation to pay such amounts amounts, including any indemnification, shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Subsidiary Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Subsidiary Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the GuarantorsSubsidiary Guarantor, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the Company’s and the Subsidiary 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 other than money or property held in trust to pay principal of and interest on particular Notes. The Company’s and the Subsidiary Guarantors’ payment obligations pursuant to this Section 7.07 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 under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy LawLaw (including under Section 507 of the Bankruptcy Code). No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity or security against any such risk loss, risk, liability or liability expense is not assured to its satisfaction.

Compensation and Indemnity. The Company Issuers, or, upon the failure of the Issuers to pay, each Note Guarantor (if any), jointly and severally, shall pay to the Trustee from time to time such compensation as the Issuers and Trustee may from time to time agree for the Trustee’s its acceptance of this Indenture and its services hereunder as mutually agreed to in writing between and under the Company and the TrusteeNotes. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. In the event of the occurrence of an Event of Default or the Trustee considering it expedient or necessary or being requested by the Issuers to undertake duties which the Trustee and the Issuers agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee, the Issuers shall pay to the Trustee such additional remuneration as shall be agreed between them. The Company Issuers and each Note Guarantor (if any), jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses Incurred incurred or made by itit (as evidenced in an invoice from the Trustee), including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable properly incurred compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company Issuers and the Guarantorseach Note Guarantor (if any), jointly and severally, severally shall indemnify the Trustee or any predecessor Trustee and the Paying Agents and their respective officers, directors, officers, employees agents and agents employers against any and all loss, liability, claim, damage taxes or expense expenses (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)fees) Incurred incurred by or in connection with the acceptance or administration of its duties this trust Indenture and the performance of its duties hereunder, Notes including the costs and expenses of enforcing under this Indenture or Guarantee against the Company or any Guarantor Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, Issuers or any Guarantor, any holder Holder or any other Person). The obligation to pay such amounts shall survive person) or liability in connection with the payment in full exercise or defeasance performance of the Notes any of its powers or the removal or resignation of the Trusteeduties hereunder. The Trustee shall notify the Company Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company Issuers shall not relieve the Company Issuers or any Note Guarantor of its indemnity obligations hereunder. The Company Except in cases where the interests of the Issuers and the Trustee may be adverse, the Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the CompanyIssuers’ and any Note Guarantor’s expense in the defense. Notwithstanding the foregoing, such indemnified party may, in its sole discretion, assume the defense of the claim against it and the Issuers and any Note Guarantor shall, jointly and severally, pay the reasonable fees and expenses of the indemnified party’s defense (as evidenced in an invoice from the Trustee). Such indemnified parties may have separate counsel of their choosing and the Company Issuers and such any Note Guarantor, as applicablejointly and severally, shall pay the reasonable fees and expenses of such counselcounsel (as evidenced in an invoice from the Trustee); provided, however, that the Company Issuers shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company Issuers and the Guarantorsany Note Guarantor, as applicable, and such parties in connection with such defense. The Company Issuers need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense Incurred incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the CompanyIssuers’ and any Note Guarantor’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall and the Paying Agents have a Lien lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. The CompanyIssuers’ and any Note Guarantor’s and the Guarantors’ payment obligations pursuant to this Section 7.07 and any lien arising thereunder shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law Debtor Relief Law or the resignation or removal of the TrusteeTrustee and the Paying Agents. Without prejudice to any other rights available to the Trustee and the Paying Agents under applicable law, when the Trustee Incurs and the Paying Agents incur expenses after the occurrence of a Default specified in Section 6.01(f) or (g6.01(a)(6) with respect to the CompanyIssuers, the expenses are intended to constitute expenses of administration under the Bankruptcy Debtor Relief Law. No provision For the avoidance of this Indenture shall require doubt, the rights, privileges, protections, immunities and benefits given to the Trustee in this Section 7.07, including its right to expend or risk its own funds or otherwise Incur any financial liability be indemnified, are extended to, and shall be enforceable by the Trustee in the performance of any each of its duties capacities hereunder including, without limitation, as Registrar, Transfer Agent and Paying Agent, and by each agent (including Deutsche Bank Trust Company Americas), custodian and other Person employed with due care to act as agent hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. The Company shall agrees: (a) to pay to the Trustee from time to time time, and the Trustee shall be entitled to, such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the Trustee. The Trustee’s Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ); (b) to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses Incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or any documents executed in connection herewith (including the Trustee’s agents, counsel, accountants and experts. The Company reasonable compensation and the Guarantorsexpenses, jointly advances and severallydisbursements of its agents and counsel), shall except any such expense, disbursement or advance as may be attributable to its negligence, bad faith or willful misconduct; and (c) to indemnify the Trustee or any predecessor Trustee and their directorsagents, officers, directors and employees for, and agents against to hold them harmless against, any and all loss, damage, claim, liability, claim, damage cost or expense (including reasonable attorneys’ ' fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) Incurred by incurred without negligence, misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereundertrust, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, Company or any Guarantor, any holder Holder or any other Person). The obligation to pay such amounts shall survive the payment in full ) or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties liability in connection with such defense. The Company need not reimburse the exercise or performance of any expense of its powers or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faithduties hereunder. To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.07, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee other than money or property Trustee, except that held in trust to pay principal interest installments (including contingent interest, if any), Liquidated Damages, if any, the Principal Amount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, due on overdue amounts, as the case may be, in respect of and interest on any particular NotesSecurities. The Company’s and the Guarantors’ 's payment obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the earlier termination or resignation or removal of the Trustee. Without prejudice to any other rights available to When the Trustee under applicable law, when the Trustee Incurs incurs expenses after the occurrence of a Default specified in Section 6.01(f6.01(e) or (g) with respect to the CompanySection 6.01(f), the expenses, including the reasonable charges and expenses of its counsel, are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionbankruptcy law.

Compensation and Indemnity. The Company and the Guarantors shall pay to the Trustee from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually shall be agreed to in writing between the Company and the Trustee. The Trustee’s Trustee for its services hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Company and the Guarantors shall also reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses Incurred and advances incurred or made by itthe Trustee in connection with its duties under this Indenture, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s agents, 's agents and counsel, accountants and experts. The Company and the Guarantors, jointly and severally, shall indemnify the Trustee or and any predecessor Trustee and their directors, respective officers, employees employees, directors and agents against (each an "Indemnified Party") for, and hold them harmless against, any and all loss, liabilitydamage, claim, damage liability or expense (including reasonable attorneys’ fees and expenses and expense, including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee)) Incurred by incurred, arising out of or in connection with this Indenture, including in connection with the acceptance or administration of this trust the trusts and the performance of its their duties hereunderunder this Indenture, including the reasonable costs and expenses of enforcing this Indenture or Guarantee defending themselves against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any holder or any other Person). The obligation to pay such amounts shall survive the payment liability in full or defeasance connection with enforcement of the Notes this provision or the removal exercise or resignation performance of the Trusteeany of their powers or duties hereunder or thereunder (including, without limitation, settlement costs). The Trustee shall notify the Company and the Guarantors in writing promptly of any claim asserted against the Trustee of which a Responsible Officer has received a written notice for which it may seek indemnity promptly upon obtaining actual knowledge thereof; providedindemnity. However, however, that any the failure by the Trustee to so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend hereunder except to the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and extent the Company and such Guarantoris prejudiced thereby. Notwithstanding the foregoing, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company Guarantors need not reimburse the Trustee for any expense or indemnify it against any loss, loss or liability incurred by the Trustee through its own negligence or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure As security for the Company’s performance of the obligations of the Company and the Guarantors’ payment obligations in Guarantors under this Section 7.07, the Trustee shall have a Lien lien prior to the Notes on upon all money or property and funds held or collected by the Trustee other than money as such, except funds paid by the Issuer or property any Guarantor and held in trust to pay principal of and interest on particular NotesNotes for the benefit of the holders of particular Notes under this Indenture. The Company’s Trustee shall be entitled to file a proof of claim in any bankruptcy proceeding as a secured creditor for any indemnification costs and the Guarantors’ payment obligations pursuant to for its reasonable compensation, fees and expenses under this Section 7.07 shall survive 7.07. In addition and without prejudice to the satisfaction or discharge rights provided to the Trustee under any of the provisions 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 under applicable law, when the Trustee Incurs incurs expenses after the occurrence or renders services in connection with an Event of a Default specified in Section 6.01(f6.01(7) or (g) with respect to the CompanySection 6.01(8), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Bankruptcy Law or comparable expenses in the Bankruptcy Lawcase of an Event of Default specified in Section 6.01(8). No provision The Company's obligations under this Section 7.07 and the lien referred to in this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture shall require and/or the Trustee to expend or risk its own funds or otherwise Incur termination of this Indenture for any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionreason.

Compensation and Indemnity. (a) The Company shall pay to the Trustee and Agents from time to time such compensation for the Trustee’s acceptance of this Indenture and its their services hereunder as mutually agreed to in writing between the Company and the Trustee. The Trustee’s (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust) as shall be agreed upon in writing. The Company shall reimburse the Trustee and Agents upon request for all reasonable out-of-pocket disbursements, expenses Incurred and advances incurred or made by itthem in connection with the Trustee’s duties under this Indenture, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s agents, agents and external counsel, accountants and experts. except any such expense, disbursement or advance as may be attributable to its willful misconduct or negligence. (b) The Company and the Guarantors, jointly and severally, shall fully indemnify each of the Trustee or and their officers, agents and employees and any predecessor Trustee for, and their directorshold each of them harmless against, officers, employees and agents against any and all loss, liabilitydamage, claim, damage liability or expense (including reasonable expense, including, without limitation, attorneys’ fees and expenses and including taxes (other than taxes based upon, measured incurred by or determined by the income each of the Trustee)) Incurred by or them in connection with the acceptance or administration of this trust and the performance of its duties hereunder, under this Indenture including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, the Guarantors or any Guarantor, any holder Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder (including, without limitation, settlement costs). The obligation to pay such amounts shall survive the payment in full Trustee or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee Agent shall notify the Company in writing promptly of any claim of which a Responsible Officer of the Trustee has actual knowledge asserted against the Trustee or Agent for which it may seek indemnity promptly upon obtaining actual knowledge thereofindemnity; provided, however, provided that any the failure by the Trustee or Agent to so to notify the Company shall not relieve the Company or any Guarantor the Guarantors of its indemnity their obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties Trustee may have separate counsel with respect to the defense of any such claim and the Company and such Guarantorthe Guarantors, as applicablejointly and severally, shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company and the Guarantors shall not be required to pay such fees and expenses if it assumes such indemnified parties’ they assume the Trustee’s defense and, in such indemnified parties’ the Trustee’s reasonable judgment, there is no actual or potential conflict of interest between (i) the Company and the Guarantors, as applicable, and such parties (ii) the Trustee in connection with such defense. The defense or potential harm to the Trustee’s business. (c) Notwithstanding the foregoing, the Company need not reimburse the Trustee for any expense or indemnify it against any loss, loss or liability or expense Incurred to have been incurred by an indemnified party the Trustee through such party’s its own willful misconduct, negligence misconduct or bad faith. negligence. (d) To secure the Company’s and the Guarantors’ payment obligations of the Company in this Section 7.077.06, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee other than and such money or property held in trust to pay principal of and interest on particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 shall Such Lien will survive the satisfaction or and discharge of this Indenture. (e) The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee, any rejection Agents and each predecessor Trustee and to pay or termination reimburse the Trustee, Agents and each predecessor Trustee for expenses, disbursements and advances shall be the liability of the Company and the Lien provided for under this Indenture under any bankruptcy law or Section 7.06 and shall survive the resignation or removal of the Trustee. Without Trustee and the satisfaction, discharge or other termination of this Indenture for any reason, including any termination or rejection hereof under any Bankruptcy Law. (f) In addition to, but without prejudice to any its other rights available to the Trustee under applicable lawthis Indenture, when the Trustee Incurs incurs expenses or renders services after the occurrence an Event of a Default specified in Section 6.01(f) clause (8) or (g9) with respect to the Companyof Section 6.01 hereof occurs, the expenses (including the reasonable charges and expenses of its agents and counsel) and the compensation for the services are intended to constitute expenses of administration under the any Bankruptcy Law. No provision . (g) For purposes of this Indenture Section 7.06, the term “Trustee” shall require include any predecessor Trustee; provided, however, that the Trustee to expend negligence, willful misconduct or risk its own funds or otherwise Incur any financial liability in the performance bad faith of any of its duties hereunder, or in Trustee hereunder shall not affect the exercise rights of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionother Trustee hereunder.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as shall be mutually agreed to upon in writing between the Company and the Trusteewriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own gross negligence or made willful misconduct, as determined by it, including costs a final non-appealable order of collection, in addition to the compensation for its servicesa court of competent jurisdiction. Such expenses shall include the reasonable compensation and expenses, disbursements and advances out-of-pocket expenses of the Trustee’s agents, agents and counsel, accountants and experts. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee or any Trustee, each predecessor Trustee and their respective officers, directors, officers, employees and agents against for, and hold each of them harmless against, any and all loss, liability, damage, claim, damage cost or expense (including the reasonable attorneys’ fees and expenses of counsel and including taxes (other than taxes those based upon, measured by or determined by upon the income of the Trustee)) Incurred incurred by or it in connection with the acceptance or administration of this trust and trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any holder Holder or any other Person)) or liability in connection with the exercise or performance of any of its powers and duties hereunder. The obligation to Company need not pay such amounts for any settlement made without its consent, which consent shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trusteenot be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereofindemnification; provided, however, provided that any failure so to notify the Company give such notice shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defenseunder this Section 7.06. The Company need not reimburse any expense or indemnify against any loss, loss or liability or expense Incurred incurred by an indemnified party the Trustee through such partythe Trustee’s own gross negligence or willful misconduct, negligence or bad faithas determined by a final non-appealable order of a court of competent jurisdiction. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.077.06, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee other than money or property Trustee, except that held in trust to pay principal of and interest amounts due on particular NotesSecurities. The Company’s and indemnity obligations of the Guarantors’ payment obligations pursuant Company with respect to the Trustee provided for in this Section 7.07 7.06 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 TrusteeTrustee and any termination of this Indenture. Without prejudice to any other rights available to When the Trustee under applicable law, when the Trustee Incurs incurs expenses or renders services after the occurrence an Event of a Default specified in Section 6.01(f6.01(h) or (gSection 6.01(i) with respect to the Companyoccurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the any Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such reasonable compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the Trusteeservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses Incurred and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s 's agents, accountants, experts and counsel, accountants and experts. The Company and the Guarantors, jointly and severally, shall indemnify the Trustee or any predecessor Trustee (in its capacity as Trustee) and their each of its officers, directors, officers, employees attorneys-in-fact and agents against for, and hold it harmless against, any and all loss, liability, claim, damage or demand, expense (including but not limited to reasonable attorneys’ fees compensation, disbursements and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee's agents and counsel)) Incurred , loss or liability incurred by them without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with (a) the acceptance or administration of this trust and the performance of its their rights or duties hereunder, hereunder including the reasonable costs and expenses of enforcing this Indenture defending themselves against any claim or Guarantee against liability in connection with the exercise or performance of any of its powers or duties hereunder and (b) the actual or alleged presence of Hazardous Materials in the air, surface water or groundwater or on the surface or subsurface of any real property owned, leased or at any time operated by the Company or any Guarantor of its Subsidiaries, the release, generation, storage, transportation, handling or disposal of 101 113 Hazardous Materials at any location, whether or not owned or operated by the Company or any of its Subsidiaries, the non-compliance of any real property with foreign, federal, state and local laws, regulations, and ordinances (including this Section 7.07applicable permits thereunder) and defending itself against applicable to any real property, or investigating any environmental claim (whether asserted relating in any way to the Company or any of its Subsidiaries, their operations, or any real property owned, leased or at any time operated by the Company, any Guarantor, any holder Company or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel and other Person). The obligation consultants incurred in connection with any such investigation, litigation, or other proceeding (but excluding any losses, liabilities, claims, damages or expenses to pay such amounts shall survive the payment in full or defeasance extent incurred by reason of the Notes gross negligence, bad faith or the removal or resignation willful misconduct of the TrusteePerson to be indemnified). The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunderindemnity. The Company shall defend the claim and the indemnified party Trustee shall provide reasonable cooperation at the Company’s 's expense in the defense. Such indemnified parties The Trustee may have separate counsel and the Company and such Guarantor, as applicable, shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company shall will not be required to pay such fees and expenses if it assumes such indemnified parties’ the Trustee's defense and, in such indemnified parties’ reasonable judgment, and there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties Trustee in connection with such defense. The Company need not pay for any settlement made without its written consent. The Company need not reimburse any expense or indemnify against any lossloss or liability to the extent incurred by the Trustee through its gross negligence, liability bad faith or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.077.7, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property assets held or collected by the Trustee other than money or property Trustee, in its capacity as Trustee, except assets held in trust to pay principal of and or interest on particular NotesSecurities. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(f), (g) or (h) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The Company’s 's obligations under this Section 7.7 and any lien arising hereunder shall survive the Guarantors’ payment resignation or removal of the Trustee, the discharge of the Company's obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Indenture, Article VIII and 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 under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. The Company and the Subsidiary Guarantors shall pay to the Trustee from time to time such reasonable compensation for the Trustee’s its acceptance of this Indenture and services hereunder. The Company and the Subsidiary Guarantors shall pay to the Collateral Agent from time to time reasonable compensation for its services hereunder as mutually agreed to in writing between and under the Company and the TrusteeCollateral Documents. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee and Collateral Agent upon request for all reasonable out-of-pocket expenses Incurred incurred or made by it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Securityholders and reasonable costs of counsel retained by the Trustee and Collateral Agent in connection with the delivery of an Opinion of Counsel or otherwise, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s and Collateral Agent’s agents, counsel, accountants and experts. The Company and the Guarantors, jointly and severally, shall indemnify the Collateral Agent, any predecessor Collateral Agent, the Trustee or any predecessor Trustee in each of its capacities hereunder and each of their officers, directors, officersemployers, employees counsel and agents against any and all loss, liability, claim, damage liability or expense (including including, but not limited to, reasonable attorneys’ fees and expenses and including taxes expenses) incurred by it without negligence (other than taxes based upon, measured by or determined by gross negligence in the income case of the Trustee)Collateral Agent) Incurred by or bad faith on its part in connection with the acceptance or administration of this trust and the performance of its duties hereunderhereunder and under the Securities, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreements, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) 7.7), the Securities, the Subsidiary Guarantees, the Collateral Documents and the Intercreditor Agreement and of defending itself against or investigating any claim claims (whether asserted by any Securityholder, the Company, any Guarantor, any holder Company or any other Personotherwise). The obligation to pay such amounts shall survive Collateral Agent and the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure indemnity. Failure by the Collateral Agent and the Trustee to so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at Collateral Agent and the Company’s expense in the defense. Such indemnified parties Trustee may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, counsel provided that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense the Collateral Agent’s or Trustee’s defense, as the case may be, and, in such indemnified parties’ the reasonable judgmentjudgment of outside counsel to the Trustee or the Collateral Agent, as the case may be, there is no actual or potential conflict of interest between the Company and the GuarantorsTrustee or Collateral Agent, as applicablethe case may be, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred incurred by an indemnified party the Collateral Agent and the Trustee through such party’s their own willful misconduct, negligence (or gross negligence in the case of the Collateral Agent) or bad faith. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07hereunder, the Collateral Agent and the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. The right of the Collateral Agent and the Trustee to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Company. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 and any lien arising hereunder shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or and the resignation or removal of the Trustee. Without prejudice to any other rights available to When the Trustee under applicable law, when the Trustee Incurs incurs expenses after the occurrence of a Default specified in Section 6.01(f6.1(7) or (g) 8) with respect to the Company, the expenses are intended to constitute expenses of administration under the any Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. (a) The Company and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for the Trustee’s its acceptance of this Indenture and its services hereunder as mutually agreed to the parties shall agree in writing between the Company and the Trusteefrom time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses Incurred incurred or made by it, including costs of collection, it in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s agents, agents and counsel, accountants and experts. The Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business. (b) The Company and the Guarantors, jointly and severally, shall indemnify the Trustee or for, and hold each of the Trustee and any predecessor Trustee and their directorsharmless against, officers, employees and agents against any and all loss, liabilitydamage, claimclaims, damage liability or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured court costs) incurred by or determined by the income of the Trustee)) Incurred by or it in connection with the acceptance or administration of this trust and the performance of its duties hereunder, and/or the exercise of its rights hereunder (including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and or defending itself against or investigating any claim (whether asserted by any Holder, the Company, any Guarantor, any holder Guarantor or any other Person, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure indemnity. Failure by the Trustee to so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties Trustee may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any cost, loss, liability or expense Incurred incurred by an indemnified party the Trustee through such partythe Trustee’s own willful misconductmisconduct or negligence, negligence or bad faith. To secure as finally adjudicated by a court of competent jurisdiction. (c) The obligations of the Company’s Company and the Guarantors’ payment obligations in Guarantors under this Section 7.07, 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. (d) The obligations of the Company and the Guarantors under this Section 7.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall have be secured by a senior Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property Trustee, except, subject to the effect of Section 6.13, funds held in trust to pay principal herewith for the benefit of and interest on the Holders of particular Notes. The Company’s and , to which the Guarantors’ payment obligations pursuant to this Section 7.07 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 Notes are hereby made subordinate. (e) When the Trustee under applicable law, when the Trustee Incurs incurs expenses or renders services after the occurrence an Event of a Default specified in Section Sections 6.01(f) or (g6.01(g) with respect to the Companyoccurs, 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 any Debtor Relief Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. (a) The Company and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for the Trustee’s its acceptance of this Indenture and performance of its ordinary services hereunder as mutually agreed to the parties shall agree in writing between from time to time; provided if it should become necessary to perform extraordinary services, the Company Trustee shall be entitled to reasonable additional compensation therefor and the Trusteereimbursement of related extraordinary expenses. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses Incurred incurred or made by it, including costs of collection, it in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s agents, agents and counsel, accountants and experts. The Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business. (b) The Company and the Guarantors, jointly and severally, shall indemnify the Trustee or for, and hold each of the Trustee and any predecessor Trustee and their directorsharmless against, officers, employees and agents against any and all loss, liabilitydamage, claimclaims, damage liability or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured expenses) incurred by or determined by the income of the Trustee)) Incurred by or it in connection with the acceptance or administration of this trust and the performance of its duties hereunder, hereunder (including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and or defending itself against or investigating any claim (whether asserted by any Holder, the Company, Company or any Guarantor, or liability in connection with the acceptance, exercise or performance of any holder of its powers or any other Personduties hereunder). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure indemnity. Failure by the Trustee to so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties Trustee may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred incurred by an indemnified party the Trustee through such partythe Trustee’s own willful misconduct, negligence or bad faith. . (c) The obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. (d) To secure the Company’s payment obligations of the Company and the Guarantors’ payment obligations 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 other than money or property Trustee, except that held in trust to pay principal of and interest on particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 Such Lien shall survive the satisfaction or and 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 . (e) When the Trustee under applicable law, when the Trustee Incurs incurs expenses or renders services after the occurrence an Event of a Default specified in Section 6.01(f6.01(a)(9) or (gSection 6.01(a)(10) with respect to the Companyoccurs, 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 any Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. The Company and the Guarantors shall pay to the Trustee (acting in any capacity hereunder) and any Agent from time to time such compensation for all services rendered by the Trustee’s acceptance of this Indenture and its services hereunder Trustee as mutually agreed to in writing between the Company and the TrusteeTrustee shall agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee (acting in any capacity hereunder) and any Agent upon request for all reasonable and duly documented out-of-pocket expenses Incurred expenses, disbursements and advances incurred or made by itit in accordance with any provision of this Indenture, including costs of collectioncollection and the fees, expenses and disbursements of their respective agents and counsel, in addition to the reasonable compensation for its their respective services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company and the Guarantors, jointly and severally, Guarantors shall indemnify and hold harmless the Trustee (acting in any capacity hereunder) or any predecessor Trustee Agent and their respective officers, directors, officers, employees and agents against any and all loss, liability, claim, damage liability or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based uponincurred on its part, measured by or determined by the income arising out of the Trustee)) Incurred by or in connection with the acceptance or administration of this trust and Indenture or the performance of its duties transactions contemplated hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by or liability in connection with the Company, exercise or performance of any Guarantor, any holder of its powers or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trusteeduties hereunder. The Trustee or any Agent shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure to so to notify the Company shall not relieve the Company or any Guarantor and Guarantors of its their indemnity obligations hereunder. The Company shall defend , except to the claim and extent that the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and rights of the Company and or the Guarantors are actually prejudiced by such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that failure. Neither the Company shall not be required nor any Guarantor will need to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred incurred by an indemnified party through attributable to such party’s own willful misconduct, gross negligence or bad faithwillful misconduct as determined by a court of competent jurisdiction in a final non-appealable order. The Company and the Guarantors shall not be obligated to pay any settlement effected without their prior written consent (which shall not be unreasonably withheld). To secure the Company’s and the Guarantors’ payment obligations 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, other than money or property held in trust to pay the principal of and or interest on particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 and the rights, protections and indemnities afforded to the Trustee and any Agent under this Article VII 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 TrusteeTrustee or any Agent, as the case may be. Without prejudice to any other rights available to When the Trustee under applicable law, when the Trustee Incurs or any Agent incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require Any right, protection and indemnity provided to the Trustee hereunder shall also be afforded to expend any Agent hereunder or risk its own funds or otherwise Incur under any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionsupplemental indenture.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the TrusteeTrustee 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 Company shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses Incurred and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s agents, accountants, experts and counsel, accountants and experts. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee or (in its capacity as Trustee) and any predecessor Trustee and each of their respective officers, directors, officersemployees, employees attorneys-in-fact and agents against for, and hold it harmless against, any and all loss, liability, claim, damage or damage, demand, expense (including but not limited to reasonable attorneys’ fees compensation, disbursements and expenses of the Trustee’s agents and counsel), loss, charges (including taxes (other than taxes based upon, measured by or determined by upon the income of the Trustee)) Incurred or liability incurred by them without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust and the performance of its their rights or duties hereunder, hereunder including the reasonable costs and expenses of enforcing this Indenture or Guarantee defending themselves against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by or liability in connection with the Company, exercise or performance of any Guarantor, any holder of its powers or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trusteeduties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity promptly upon obtaining actual knowledge thereofindemnity; provided, however, that any the failure to so to notify the Company shall not relieve offset the Company or any Guarantor of its indemnity Company’s indemnification obligations hereunder. The Company shall defend the claim and the indemnified party Trustee shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties The Trustee may have separate counsel and the Company and such Guarantor, as applicable, shall pay the reasonable fees and expenses of such counsel; provided, however, that the . The Company need not pay for any settlement made without its written consent which consent shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defenseunreasonably withheld. The Company need not reimburse any expense or indemnify against any lossloss or liability to the extent incurred by the Trustee as determined by a court of competent jurisdiction to have been caused by its own gross negligence, liability bad faith or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.076.07, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property assets held or collected by the Trustee other than money or property Trustee, in its capacity as Trustee, except assets held in trust to pay principal and premium, if any, of and or interest on particular NotesSecurities. In addition to and without prejudice to its other rights hereunder, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.01(5) or (6) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The Company’s obligations under this Section 6.07 and any lien arising hereunder shall survive the Guarantors’ payment resignation or removal of the Trustee, the discharge of the Company’s obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge Article IV of this Indenture, Indenture and 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 under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. (a) The Company Issuer and each Guarantor, jointly and severally, shall pay to the Trustee and the Agents from time to time such fees, costs, expenses and compensation for the Trustee’s its acceptance of this Indenture and its services hereunder as mutually shall from time to time be agreed to in writing between the Company and the Trusteethem. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company Issuer and each Guarantor, jointly and severally, shall reimburse the Trustee and the Agents promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses Incurred incurred or made by it, including costs of collection, any additional fees the Trustee and the Agents may incur acting after a Default or an Event of Default and any fees the Trustee and the Agents may incur in connection with exceptional duties in relation thereto, in addition to the compensation for its services. Such expenses shall will include the reasonable compensation and expensesproperly incurred compensation, disbursements disbursements, expenses and advances of the Trustee’s agents, counsel, accountants and experts. . (b) The Company Issuer and the Guarantorseach Guarantor, jointly and severally, shall indemnify the Trustee or any predecessor Trustee and their directorsthe Agents, officersand hold them harmless, employees and agents against any and all losslosses, liabilityclaims, claimdamages, damage liabilities or expense expenses (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured properly incurred attorney’s fees) incurred by or determined by the income it arising out of the Trustee)) Incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunderunder this Indenture or under the Intercreditor Agreements, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor Issuer (including this Section 7.07) and defending itself themselves against or investigating any claim (whether asserted by the CompanyIssuer, or any Guarantor, any holder Holder or any other Person). The obligation to pay such amounts shall survive ) or liability in connection with the payment in full exercise or defeasance performance of the Notes any of its powers or the removal or resignation of the Trusteeduties hereunder. The Trustee and the Agents shall notify the Company Issuer promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure indemnity. Failure by the Trustee and the Agents to so to notify the Company Issuer shall not relieve the Company or any Guarantor Issuer of its indemnity obligations hereunder. The Company At the Trustee’s sole discretion, the Issuer shall defend the claim and the indemnified party Trustee and the Agents shall provide reasonable cooperation and may participate at the CompanyIssuer’s expense in the defense. Such indemnified parties Alternatively, the Trustee and the Agents may at its option have separate counsel of its own choosing and the Company and such Guarantor, as applicable, Issuer shall pay the properly incurred fees and expenses of such counsel; provided, however, provided that the Company Issuer shall not be required to pay such fees and expenses if if, at the discretion of the Trustee, it assumes such indemnified parties’ the Trustee’s defense andand there is, in such indemnified parties’ reasonable judgmentthe opinion of the Trustee, there is no actual or potential conflict of interest between the Company Issuer and the Guarantors, as applicable, and such parties Trustee in connection with such defensedefense and no Default or Event of Default has occurred and is continuing. The Company Issuer need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. The Issuer need not reimburse any expense or indemnify against any loss, loss or liability to the extent incurred by the Trustee through its negligence or expense Incurred by an indemnified party through such party’s own willful misconduct. (c) The obligations of the Issuer and the Guarantors under this Section 7.07 and any Lien arising hereunder will survive the resignation or removal of the Trustee or an Agent, negligence the discharge of the Issuer’s obligations pursuant to Article X or bad faith. the termination of this Indenture. (d) To secure the CompanyIssuer’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall will have a Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property Trustee, except that held in trust to pay principal of and interest on particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 shall Such Lien will survive the satisfaction or and 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 . (e) When the Trustee under applicable law, when the Trustee Incurs incurs expenses or renders services after the occurrence an Event of a Default specified in Section 6.01(f6.01(a)(7) or (g) with respect to the Companyoccurs, 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 any Bankruptcy Law. No provision . (f) For the avoidance of this Indenture shall require doubt, the rights, privileges, protections, immunities and benefits given to the Trustee and the Agents under this Section 7.07, including its rights to expend or risk its own funds or otherwise Incur any financial liability be indemnified, are extended to and shall be enforced by the Trustee in the performance of any each of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactioncapacities hereunder and by each Agent.

Compensation and Indemnity. (a) The Company and Subsidiary Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation reasonable compensation, as agreed in writing from time to time, for the Trustee’s its acceptance and administration of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the Trusteehereunder. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee Trustee of an express trust. The Company and Subsidiary Guarantors, jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket and documented disbursements, advances and expenses Incurred incurred or made by it, including costs of collection, it in addition to the compensation for its services. Such expenses shall will include the reasonable compensation and expensesdocumented compensation, disbursements and advances expenses of the Trustee’s agents, agents and counsel, accountants and experts. . (b) The Company and the Guarantorseach Subsidiary Guarantor, jointly and severally, shall will indemnify the Trustee or any predecessor Trustee and their directors, officers, employees hold it harmless from and agents against any and all losslosses, liabilityliabilities, claimclaims, damage damages, costs or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured incurred by or determined by the income it arising out of the Trustee)) Incurred by or in connection with the acceptance or administration of its duties or the exercise of its rights under this trust Indenture and the performance of its duties hereunderSubsidiary Guarantees, including the reasonable and documented costs and expenses of enforcing this Indenture or Guarantee and the Subsidiary Guarantees against the Company or any Guarantor and the Subsidiary Guarantors (including this Section 7.077.06) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantorthe Subsidiary Guarantors, any holder Holder or any other Person). The obligation ) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to pay the extent any such amounts shall survive the payment in full loss, liability or defeasance of the Notes expense may be attributable to its own gross negligence or the removal bad faith or resignation of the Trusteewillful misconduct. The Trustee shall will notify the Company promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure indemnity. Failure by the Trustee to so to notify the Company shall will not relieve the Company or any Guarantor of its indemnity the Subsidiary Guarantors of their obligations hereunder. The Company or such Subsidiary Guarantor shall defend the claim and the indemnified party Trustee shall provide reasonable cooperation at the Company’s expense cooperate in the defense. Such indemnified parties The Trustee may have separate counsel and the Company and such Guarantor, as applicable, and/or Subsidiary Guarantors shall pay the reasonable fees and expenses of such counsel; provided, however, that . Neither the Company nor any Subsidiary Guarantor need pay for any settlement made without its consent, which consent shall not be required to pay such unreasonably withheld. (c) When the Trustee incurs expenses or renders services after an Event of Default specified in clause (6) of Section 6.01 hereof occurs, the expenses and the compensation for the services (including the fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company its agents and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the Company’s 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 other than money or property held in trust to pay principal of and interest on particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 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 under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(fcounsel) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the any Bankruptcy Law. No provision . (d) The Company’s and Subsidiary Guarantors’ obligations under this Section 7.06 shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture, any termination of this Indenture, including any termination or rejection of this Indenture shall require in any insolvency or similar proceeding, and the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionall the Notes.

Compensation and Indemnity. (A) The Company shall pay to the Trustee will, from time to time such time, pay the Trustee and Collateral Agent, as applicable, reasonable compensation for the Trustee’s its acceptance of this Indenture, as separately agreed by the Company, the Trustee and the Collateral Agent and services under this Indenture and its services hereunder as mutually agreed to in writing between the Company and the TrusteeCollateral Documents. The Trustee’s and Collateral Agent’s compensation shall will not be limited by any law on compensation of a trustee or collateral agent of an express trust. The In addition to the compensation for the Trustee’s or Collateral Agent’s services, the Company shall will reimburse the Trustee Trustee, the Collateral Agent and the Deerfield Holders, as applicable, promptly upon request for all reasonable and documented disbursements, advances and out-of-pocket expenses Incurred incurred or made by itthem under this Indenture or Note Documents (including, for the avoidance of doubt (i) all reasonable and documented expenses incurred in connection with the protection, sale or collection of, or other realization upon, any of the Collateral, including costs all reasonable and documented out of collectionpocket expenses of taking, collecting, holding, sorting, handling, preparing for sale, selling, or the like, and other such expenses of sales and collections of Collateral, and (ii) all reasonable and documented out-of-pocket title, appraisal, survey, audit, environmental inspection, consulting, search, recording, filing and similar costs, fees and expenses incurred or sustained by the Collateral Agent or any of its Affiliates in addition to connection with the compensation for its services. Such expenses shall include Security Agreement or the Collateral), including the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s agents, their agents and counsel, accountants and experts. . (B) The Company and the Guarantors, jointly and severally, shall will indemnify the Trustee or any predecessor Trustee and their Collateral Agent (in each of its capacities) and its directors, officers, employees and agents agents, in their capacities as such, against any and all losslosses, liability, claim, damage liabilities or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured incurred by or determined by the income it arising out of the Trustee)) Incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunderunder this Indenture, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.0710.06) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any holder Holder or any other Person). The obligation ) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to pay the extent any such amounts shall survive the payment in full loss, liability or defeasance expense is attributable to its negligence or willful misconduct, as determined by a final decision of the Notes or the removal or resignation a court of the Trusteecompetent jurisdiction. The Trustee shall or Collateral Agent, as applicable, will promptly notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; providedindemnity, however, that any but the Trustee’s or Collateral Agent’s failure to so to notify the Company shall will not relieve the Company or any Guarantor of its indemnity obligations hereunderunder this Section 10.06(B), except to the extent the Company is materially prejudiced by such failure. The Company shall will defend the claim such claim, and the indemnified party shall provide reasonable cooperation at Trustee and Collateral Agent will cooperate in such defense, as applicable. If the Trustee or Collateral Agent is advised by counsel that it may have defenses available to it that are in conflict with the defenses available to the Company’s expense in , or that there is an actual or potential conflict of interest, then the defense. Such indemnified parties Trustee and/or Collateral Agent may have retain separate counsel counsel, and the Company and such Guarantor, as applicable, shall will pay the reasonable fees and expenses of such counsel; provided, however, that counsel (including the Company shall not be required to pay such reasonable fees and expenses if it assumes of counsel to the Trustee and/or Collateral Agent incurred in evaluating whether such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential a conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defenseexists). The Company need not reimburse pay for any expense settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company under this Section 10.06 will survive the resignation or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.0710.06, the Trustee shall and Collateral Agent will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee other than money or property Collateral Agent, as applicable, except that held in trust to pay principal of and of, or interest on on, particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 shall , which lien will 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 . (E) If the Trustee under applicable law, when the Trustee Incurs or Collateral Agent incurs expenses or renders services after the occurrence an Event of a Default specified in Section 6.01(fpursuant to clause (ix) or (gx) with respect to of Section 7.01(A) occurs, then such expenses and the Company, compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under the any Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the TrusteeTrustee 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 Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred incurred or made by it, including costs of collection, in addition costs of preparation and delivery of notices to Holders and reasonable fees and expenses of counsel retained by the compensation for its servicesTrustee. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company and the Guarantors, jointly and severally, shall indemnify the Trustee or any predecessor Trustee and their (including its directors, officers, employees and agents agents) against any and all loss, liability, claim, damage liability or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)disbursements) Incurred incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and of defending itself against or investigating any claim claims (whether asserted by any Holder, the Company, any Guarantor, any holder Company or any other Personotherwise). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred incurred by an indemnified party through such party’s own willful misconduct, gross negligence or bad faith. , as determined in a final non-appealable order of a court of competent jurisdiction. (b) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay the principal of and interest and any liquidated damages on particular Notes. the Securities. (c) The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 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 When the Trustee under applicable law, when the Trustee Incurs incurs expenses after the occurrence of a Default specified in Section 6.01(f6.01(a)(vii) or (gSection 6.01(a)(viii) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. The Company Co-Issuers shall pay to the Trustee (acting in any capacity hereunder) from time to time such reasonable compensation as the Co-Issuers and the Trustee shall from time to time agree in writing for the Trustee’s acceptance of this Indenture and its services rendered by it hereunder as mutually agreed to in writing between and under the Company and the TrusteeSecurity Documents. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Co-Issuers shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, expenses Incurred and advances (including reasonable fees and expenses of counsel) incurred or made by it, including costs of collection, it (acting in any capacity hereunder) 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 as finally adjudicated by a court of competent jurisdiction. Such expenses shall include the reasonable compensation fees and expenses, disbursements and advances expenses of the Trustee’s agents, agents and counsel, accountants and experts. The Company Co-Issuers and the GuarantorsGuarantors shall, jointly and severally, shall indemnify the Trustee (acting in any capacity hereunder) or any predecessor Trustee and their its officers, directors, officers, employees and agents against for, and hold them harmless against, any and all loss, liabilitydamage, claimclaims, damage liability or expense (including reasonable attorneys’ fees and expenses and expenses, including taxes (other than taxes based upon, measured by or determined by the income of such Person), liability or expense incurred by them except for such actions to the Trustee)) Incurred extent caused by any negligence or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this trust and or the performance of its duties hereunder, Security Documents including the reasonable costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself themselves against or investigating any claim (whether asserted by or liability in connection with the Company, exercise or performance of any Guarantor, any holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee’s rights, powers or duties hereunder and including reasonable attorneys’ fees and expenses and court costs incurred in connection with any action, claim or suit brought to enforce the Trustee’s right to compensation, reimbursement or indemnification. The Trustee shall notify the Company Co-Issuers promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunderindemnity. The Company Co-Issuers shall defend the claim and the indemnified party Trustee shall provide reasonable cooperation at the Company’s expense cooperate in the defense. Such indemnified parties The Trustee and its agents subject to the claim may have separate counsel and the Company and such Guarantor, as applicable, Co-Issuers shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company Co-Issuers shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company Co-Issuers and the Guarantors, as applicable, Trustee and such parties its agents subject to the claim in connection with such defensedefense as reasonably determined by the Trustee. The Company Co-Issuers need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. The Co-Issuers need not reimburse any expense or indemnify against any loss, loss or liability or expense Incurred to the extent incurred by an indemnified party the Trustee through such partythe Trustee’s own willful misconduct, negligence or bad faithwillful misconduct under this Indenture or the Security Documents as finally adjudicated by a court of competent jurisdiction. To secure the Company’s and the GuarantorsCo-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 other than Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of and interest on particular Notes. The Company’s When the Trustee incurs expenses or renders services after a Default specified in Section 6.01(10) or (11) occurs, such expenses and the Guarantors’ payment obligations pursuant compensation for such services shall be paid to the 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 or and 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 under applicable law, when the Trustee Incurs expenses after the occurrence appointment of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionsuccessor Trustee.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such reasonable compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to (it being understood all amounts set forth in writing the fee letter dated June 5, 2009 between the Company and the TrusteeTrustee shall be deemed reasonable). The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company and the Guarantorseach Guarantor, jointly and severally, severally shall indemnify the Trustee or any predecessor Trustee and their directors, officers, employees and agents against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)expenses) Incurred incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any a Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any holder Holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Guarantorthe Guarantors, as applicable, applicable shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 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 under applicable law, when the Trustee Incurs incurs expenses after the occurrence of a Default specified in Section 6.01(f6.01(g) or (gh) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. (a) The Company shall pay to the Trustee Collateral Agent from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually shall be agreed to in writing between by the Company and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation Collateral Agent for its acceptance of a trustee of an express trustthis Indenture, the Security Documents and services hereunder. The Company shall reimburse the Trustee Collateral Agent promptly upon request for all reasonable disbursements, advances and reasonable and documented out-of-pocket expenses Incurred incurred or made by itit in connection with Collateral Agent’s duties under the Indenture Documents, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the TrusteeCollateral Agent’s agents, agents and counsel, accountants and experts. except any disbursement, advance or expense as may be attributable to the Collateral Agent’s willful misconduct or gross negligence. (b) The Company and the GuarantorsGuarantors shall, jointly and severally, shall indemnify the Trustee or Collateral Agent and any predecessor Trustee Collateral Agent and each of their directorsagents, officersemployees, employees officers and agents against directors for, and hold them harmless against, any and all losslosses, liabilityliabilities, claimclaims, damage damages or expense expenses (including reasonable attorneys’ the fees and expenses of counsel to the Collateral Agent and including taxes (other than taxes based upon, measured any environmental liabilities) incurred by or determined by the income it arising out of the Trustee)) Incurred by or in connection with the acceptance or administration of its duties under this trust Indenture and the performance Security Documents, including, without limitation (i) any claim relating to the grant to the Collateral Agent of its duties hereunder, including any Lien in any property or assets of the Company or the Guarantors and (ii) the costs and expenses of enforcing this Indenture or Guarantee and the Security Documents against the Company or any Guarantor and the Guarantors (including this Section 7.0717.11) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantorthe Guarantors, any holder Holder or any other Person)) or liability in connection with the exercise or performance of any of its powers or duties hereunder or thereunder, except to the extent any such loss, liability, claim, damage or expense shall have been determined by a court of competent jurisdiction to have been attributable to its willful misconduct or gross negligence. The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee Collateral Agent shall notify the Company promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure indemnity. Failure by the Collateral Agent to so to notify the Company shall not relieve the Company or any Guarantor the Guarantors of its indemnity their obligations hereunder. The Company shall defend , except to the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and extent the Company and such Guarantoror the Guarantors are materially prejudiced thereby. At the Collateral Agent’s sole discretion, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the GuarantorsGuarantors shall defend any claim or threatened claim asserted against the Collateral Agent, as applicablewith counsel reasonably satisfactory to the Collateral Agent, and such parties the Collateral Agent shall cooperate in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the defense at the Company’s and the Guarantors’ payment obligations expense. The Collateral Agent may have one separate U.S. counsel (and one separate foreign counsel in each applicable non-U.S. jurisdiction) and the Company and the Guarantors shall pay the reasonable fees and expenses of such counsel. The Company and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld. (c) The Collateral Agent shall be entitled to all rights, privileges, immunities and protections of the Trustee set forth in this Indenture whether or not expressly stated therein, including but not limited to the right to be compensated, reimbursed and indemnified under Section 7.077.06, in the acceptance, execution, delivery and performance of the Security Documents as though fully set forth therein. Notwithstanding any provision to the contrary contained elsewhere in the Indenture Documents, the Trustee Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in the Indenture Documents to which the Collateral Agent is a Lien prior party, nor shall the Collateral Agent have or be deemed to have any fiduciary relationship with the Trustee, any Holder or the Company, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Indenture Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes on all money Collateral Agent is not intended to connote any fiduciary or property held other implied (or collected by express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (d) The obligations of the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. The Company’s Company and the Guarantors’ payment obligations pursuant to Guarantors under this Section 7.07 17.11 shall survive the satisfaction or and discharge of this IndentureIndenture and the resignation, any rejection removal or termination of this Indenture under any bankruptcy law or the resignation or removal replacement of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionCollateral Agent.

Compensation and Indemnity. The Company shall agrees to pay to the Trustee from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the Trustee. The Trustee’s Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Company shall also reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses Incurred and advances incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s 's agents, accountants, experts and counsel, accountants and experts. The Company Trustee shall not be under any obligation to institute any suit, or take any remedial action under this Indenture, or to enter any appearance or in any way defend any suit in which it may be a defendant, or to take any steps in the execution of the trusts created hereby or thereby or in the enforcement of any rights and the Guarantorspowers under this Indenture, jointly and severally, until it shall indemnify the Trustee or any predecessor Trustee and their directors, officers, employees and agents be indemnified to its reasonable satisfaction against any and all lossreasonable expenses, liabilitydisbursements, advances and other liabilities incurred or made by the Trustee in accordance with any provisions of this Indenture, including compensation for services, costs, expenses, outlays, counsel fees and other disbursements, and against all liability not due to its negligence or willful misconduct. The Company agrees to indemnify the Trustee (in its capacity as Trustee) and each of its officers, directors, attorneys-in-fact and agents for, and hold it and each of them harmless against, any claim, damage or demand, expense (including but not limited to reasonable attorneys’ fees compensation, disbursements and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee's agents and counsel)) Incurred , loss or liability incurred by it without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust and the performance of its rights or duties hereunder, hereunder including the reasonable costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by or liability in connection with the Company, exercise or performance of any Guarantor, any holder of its powers or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trusteeduties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity promptly upon obtaining actual knowledge thereofindemnity; provided, however, that any unless the position of the Company is prejudiced by such failure, the failure so of the Trustee to promptly notify the Company shall not relieve the Company or any Guarantor of limit its indemnity obligations hereunderright to indemnification. The Company shall defend each such claim. The Trustee may retain separate counsel if the claim Trustee shall have been reasonably advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel counsel, and the Company and such Guarantor, as applicable, shall pay reimburse the Trustee for the reasonable fees and expenses of such counsel; provided, however, that the . The Company shall need not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defensefor any settlement made without its written consent. The Company need not reimburse any expense or indemnify against any lossloss or liability to the extent incurred by the Trustee through its negligence, liability bad faith or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.077.7, the Company and the Holders agree that the Trustee shall have a Lien lien prior to the Notes on all money or property assets held or collected by the Trustee other than money or property Trustee, in its capacity as Trustee, except assets held in trust to pay principal of and of, premium or interest on particular NotesNotes pursuant to Article III. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(f) or (g) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The Company’s 's obligations under this Section 7.7 and any lien arising hereunder shall survive the Guarantors’ payment resignation or removal of the Trustee, the discharge of the Company's obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge Article VIII of this Indenture, Indenture and 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 under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. The Company Corporation shall pay to the Trustee from time to time such compensation as agreed to by the Trustee for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the Trusteehereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Except as otherwise expressly provided herein, the Corporation shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, advances (if any) and expenses Incurred or made incurred by it, including costs in particular, but without limitation, those incurred in connection with the enforcement of collection, in addition to the compensation for its servicesany remedies hereunder. Such expenses shall may include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s agentsagents and counsel. Except as set forth in the next paragraph, counsel, accountants and experts. The Company and the Guarantors, jointly and severally, Corporation shall indemnify and hold harmless the Trustee or any predecessor Trustee and their Trustee, its directors, officers, employees and agents against any and all damage, claim, loss, liability, claim, damage cost or expense (including reasonable attorneys’ including, without limitation, fees and expenses and including taxes (of counsel) other than taxes based upon, measured by or determined by the income of the Trustee)) Incurred Trustee incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereunderunder this Indenture, including without limitation the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by or liability in connection with the Companyexercise or performance of, or failure to exercise or perform, any Guarantor, any holder of its powers or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trusteeduties hereunder. The Trustee shall notify the Company Corporation promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunderindemnity. The Company shall Corporation may defend the such claim and the indemnified party Trustee shall provide reasonable cooperation at the Company’s expense cooperate in the such defense. Such indemnified parties In the event of a conflict between the Corporation and the Trustee, the Trustee may have separate counsel and the Company and such Guarantor, as applicable, Corporation shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company Corporation need not reimburse any expense or indemnify against any loss, liability liability, cost or expense Incurred incurred by an indemnified party the Trustee through such partythe Trustee’s own willful misconductnegligence, negligence wilful misconduct or bad faith. To secure the CompanyCorporation’s and the Guarantors’ 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 other than money or property Trustee, except that held in trust to pay the principal of of, premium (if any) and interest on particular NotesSecurities. The Company’s and the Guarantors’ payment Such obligations pursuant to this Section 7.07 shall survive the satisfaction or and discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or and the resignation or removal of the Trustee. Without prejudice to any other rights available to When the Trustee under applicable law, when the Trustee Incurs incurs expenses or renders services after the occurrence an Event of a Default specified in Section 6.01(fclause (6) or (g7) with respect to the Companyof Section 7.01 occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the any Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. (a) The Company and any Guarantors shall pay to the Trustee and each Agent from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually shall be agreed to in writing between the Company and the Trustee. The Trustee’s Trustee or such Agent, as the case may be, for its services hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Company and any Guarantors shall reimburse the Trustee and each Agent upon request for all reasonable out-of-pocket disbursements, expenses Incurred and advances incurred or made by itit in connection with its duties under this Indenture or any other Priority Lien Documents, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s agents, agents and counsel, accountants and experts. . (b) The Company and the Guarantors, jointly and severally, any Guarantors shall indemnify each of the Trustee or and any predecessor Trustee and their directorseach Agent for, officersand hold each of them harmless against, employees and agents against any and all losslosses, liabilitydamages, claimclaims, damage liabilities or expense expenses, including without limitation taxes (including other than taxes based on the income of the Trustee or such Agent) and reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured incurred by or determined by the income each of the Trustee)) Incurred by or them in connection with the acceptance or administration of this trust and the performance of its duties hereunder, under this Indenture and the other Priority Lien Documents to which it is a party including the reasonable costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, any a Guarantor, any holder a Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder or thereunder (including, without limitation, settlement costs). The obligation to Company and any Guarantor need not pay such amounts for any settlement made without its consent, which consent shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trusteenot be unreasonably withheld. The Trustee or Agent, as the case may be, shall notify the Company and any Guarantors in writing promptly of any claim asserted against the Trustee or such Agent for which it may seek indemnity promptly upon obtaining actual knowledge thereof; providedindemnity. However, however, that any the failure by the Trustee or such Agent to so to notify the Company and any Guarantors shall not relieve the Company or and any Guarantor Guarantors of its indemnity their obligations hereunder. The Company shall defend Notwithstanding the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and foregoing, the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company any Guarantors need not reimburse the Trustee or any Agent for any expense or indemnify it against any lossloss or liability incurred by the Trustee or such Agent, liability or expense Incurred by an indemnified party through such party’s as the case may be, resulting from its own negligence, willful misconduct, negligence misconduct or bad faith. To secure the Company’s and the Guarantors’ payment obligations of the Company and any Guarantors in this Section 7.076.06, the Trustee shall have a Lien lien prior to the Notes on all money or property held or collected by the Trustee other than except such money or property held in trust to pay principal of and interest on particular Notes. The Company’s obligations of the Company and the Guarantors’ payment obligations pursuant to any Guarantors under this Section 7.07 6.06 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 Company and any Guarantors and 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 TrusteeTrustee and the satisfaction, discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law. Without prejudice to any other rights available to When the Trustee under applicable law, when the Trustee Incurs incurs expenses (including reasonable fees and expenses of its agents and counsel) or renders services after the occurrence an Event of a Default specified in clause (6) of Section 6.01(f5.01(a) or (g) with respect to the Companyoccurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the any Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. The Company Issuers, or, upon the failure of the Issuers to pay, each Note Guarantor (if any), jointly and severally, shall pay to the Trustee from time to time such compensation as the Issuers and Trustee may from time to time agree for the Trustee’s its acceptance of this Indenture and its services hereunder as mutually agreed to in writing between and under the Company and the TrusteeNotes. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. In the event of the occurrence of an Event of Default or the Trustee considering it expedient or necessary or being requested by the Issuers to undertake duties which the Trustee and the Issuers agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee, the Issuers shall pay to the Trustee such additional remuneration as shall be agreed between them. The Company Issuers and each Note Guarantor (if any), jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses Incurred incurred or made by itit (as evidenced in an invoice from the Trustee), including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable properly incurred compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company Issuers and the Guarantorseach Note Guarantor (if any), jointly and severally, severally shall indemnify the Trustee or any predecessor Trustee and the Paying Agents and their respective officers, directors, officers, employees agents and agents employers against any and all loss, liability, claim, damage taxes or expense expenses (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)fees) Incurred incurred by or in connection with the acceptance or administration of its duties this trust Indenture and the performance of its duties hereunder, Notes including the costs and expenses of enforcing under this Indenture or Guarantee against the Company or any Guarantor Issuers (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, Issuers or any Guarantor, any holder Holder or any other Person). The obligation to pay such amounts shall survive person) or liability in connection with the payment in full exercise or defeasance performance of the Notes any of its powers or the removal or resignation of the Trusteeduties hereunder. The Trustee shall notify the Company Issuers of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company Issuers shall not relieve the Company Issuers or any Note Guarantor of its indemnity obligations hereunder. The Company Except in cases where the interests of the Issuers and the Trustee may be adverse, the Issuers shall defend the claim and the indemnified party shall provide reasonable cooperation at the CompanyIssuers’ and any Note Guarantor’s expense in the defense. Notwithstanding the foregoing, such indemnified party may, in its sole discretion, assume the defense of the claim against it and the Issuers and any Note Guarantor shall, jointly and severally, pay the reasonable fees and expenses of the indemnified party’s defense (as evidenced in an invoice from the Trustee). Such indemnified parties may have separate counsel of their choosing and the Company Issuers and such any Note Guarantor, as applicablejointly and severally, shall pay the reasonable fees and expenses of such counselcounsel (as evidenced in an invoice from the Trustee); provided, however, that the Company Issuers shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company Issuers and the Guarantorsany Note Guarantor, as applicable, and such parties in connection with such defense. The Company Issuers need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense Incurred incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the CompanyIssuers’ and any Note Guarantor’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall and the Paying Agents have a Lien lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. The CompanyIssuers’ and any Note Guarantor’s and the Guarantors’ payment obligations pursuant to this Section 7.07 and any lien arising thereunder shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law Debtor Relief Law or the resignation or removal of the TrusteeTrustee and the Paying Agents. Without prejudice to any other rights available to the Trustee and the Paying Agents under applicable law, when the Trustee Incurs and the Paying Agents incur expenses after the occurrence of a Default specified in Section 6.01(f) or (g6.01(a)(6) with respect to the CompanyIssuers, the expenses are intended to constitute expenses of administration under the Bankruptcy Debtor Relief Law. No provision of this Indenture In no event shall require the Trustee to expend be responsible or risk its own funds liable for special, indirect, punitive or otherwise Incur any financial liability in the performance consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. For the avoidance of doubt, the rights, privileges, protections, immunities and benefits given to the Trustee in this Section 7.07, including its right to be indemnified, are extended to, and shall be enforceable by the Trustee in each of its duties capacities hereunder including, without limitation, as Registrar, Transfer Agent and Paying Agent, and by each agent (including Deutsche Bank Trust Company Americas), custodian and other Person employed with due care to act as agent hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. (a) The Company shall pay to the Trustee and Collateral Agent from time to time such compensation for the Trustee’s its acceptance of this Indenture and its services hereunder as mutually agreed to the parties shall agree in writing between the Company and the Trusteefrom time to time. The Trustee’s Trustee‟s and Collateral Agent‟s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee and Collateral Agent promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses Incurred incurred or made by it, including costs of collection, it in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s agents, Trustee‟s and Collateral Agent‟s agents and counsel, accountants . The Trustee and experts. Collateral Agent shall provide the Company reasonable notice of any expenditure not in the ordinary course of business. (b) The Company and the Guarantors, jointly and severally, shall indemnify the Trustee or and the Collateral Agent for, and hold each of the Trustee, the Collateral Agent and any predecessor Trustee or Collateral Agent, and each of their officers, directors, officers, employees and agents against harmless against, any and all loss, liabilitydamage, claimclaims, damage liability or expense (including reasonable attorneys’ attorneys‟ fees and expenses and including taxes (other than taxes based upon, measured expenses) incurred by or determined by the income of the Trustee)) Incurred by or it in connection with the acceptance or administration of this trust and the performance of its duties hereunder, hereunder (including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor of the Guarantors (including this Section 7.07)) and or defending itself themselves against or investigating any claim (whether asserted by any Holder, the Company, any Guarantor, any holder Guarantor or any other Person). The obligation to pay such amounts shall survive , or liability in connection with the payment in full acceptance, exercise or defeasance performance of the Notes any of its powers or the removal or resignation of the Trusteeduties hereunder. The Trustee (or the Collateral Agent, as the case may be) shall notify the Company promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; providedindemnity. Failure by the Trustee (or the Collateral Agent, however, that any failure as the case may be) to so to notify the Company shall not relieve the Company or any Guarantor the Guarantors of its indemnity their respective obligations hereunder. The Company and the Guarantors shall defend the claim and the indemnified party shall provide reasonable cooperation at Trustee (or the Company’s expense in Collateral Agent, as the defense. Such indemnified parties case may be) may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred incurred by an indemnified party (i) the Trustee through such party’s the Trustee‟s own willful misconduct, misconduct or negligence or bad faith. (ii) the Collateral Agent through the Collateral Agent‟s own willful misconduct or gross negligence. (c) The obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee or the Collateral Agent. (d) When the Trustee or the Collateral Agent incurs expenses or renders services after an Event of Default specified in Sections 6.01(e) or 6.01(f) 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 Debtor Relief Law. (e) To secure the Company’s Company‟s and the Guarantors’ each Guarantor‟s payment obligations in this Section 7.07, the Trustee and the Collateral Agent shall have a Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property the Collateral Agent, except that held in trust to pay principal of principal, premium, if any, and interest on particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 Such Lien shall survive the satisfaction or and discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the earlier resignation or removal of the Trustee. Without prejudice to any other rights available to Trustee or the Trustee under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionCollateral Agent.

Compensation and Indemnity. The Company shall pay to the Trustee and Agents from time to time such compensation for the Trustee’s acceptance of this Indenture and its their services hereunder as mutually agreed to in writing between the Company and the Trustee. The Trustee’s (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust) as shall be agreed upon in writing. The Company shall reimburse the Trustee and Agents upon request for all reasonable out-of-pocket disbursements, expenses Incurred and advances incurred or made by itthem in connection with the Trustee’s duties under this Indenture, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s agents, agents and external counsel, accountants and expertsexcept any expense disbursement or advance as may be attributable to its willful misconduct, negligence or bad faith. The Company and the Guarantors, jointly and severally, shall fully indemnify each of the Trustee or and any predecessor Trustee for, and their directorshold each of them harmless against, officers, employees and agents against any and all loss, liabilitydamage, claim, damage liability or expense expense, including without limitation taxes (including other than taxes based on the income of the Trustee or such Agent) and reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured incurred by or determined by the income each of the Trustee)) Incurred by or them in connection with the acceptance or administration of this trust and the performance of its duties hereunderunder this Indenture, including the reasonable costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder (whether asserted by the Companyincluding, any Guarantorwithout limitation, any holder or any other Personsettlement costs). The obligation to pay such amounts shall survive the payment in full Trustee or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee Agent shall notify the Company in writing promptly of any claim of which a Responsible Officer of the Trustee has actual knowledge asserted against the Trustee or Agent for which it may seek indemnity promptly upon obtaining actual knowledge thereofindemnity; provided, however, provided that any the failure by the Trustee or Agent to so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunderhereunder except to the extent the Company is actually prejudiced thereby. The Company shall defend In the claim and event that a conflict of interest exists, the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties Trustee may have separate counsel, which counsel must be reasonably acceptable to the Company, and the Company and such Guarantor, as applicable, shall pay the reasonable fees and expenses of such counsel; provided. Notwithstanding the foregoing, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse the Trustee for any expense or indemnify it against any loss, loss or liability or expense Incurred determined to have been incurred by an indemnified party the Trustee through such party’s its own willful misconduct, negligence or bad faith. To secure the Company’s and the Guarantors’ payment obligations of the Company in this Section 7.07, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee other than and such money or property held in trust to pay principal of and interest on particular NotesSecurities. The Company’s and obligations of the Guarantors’ payment obligations pursuant to Company 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 the liability of the Company and 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 TrusteeTrustee and the satisfaction, discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law. Without prejudice to any other rights available to When the Trustee under applicable law, when the Trustee Incurs incurs expenses or renders services after the occurrence an Event of a Default specified in Section 6.01(f6.01(5) or (g6) with respect to the Companyoccurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the any Bankruptcy Law. No provision For purposes of this Indenture Section 7.07, the term “Trustee” shall require the Trustee include any trustee appointed pursuant to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionthis Article Seven.

Compensation and Indemnity. (A) The Company shall pay to the Trustee will, from time to time such time, pay the Trustee reasonable compensation for the Trustee’s its acceptance of this Indenture indenture and its services hereunder as mutually agreed to in writing between the Company and the Trusteeunder this Indenture. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses Incurred incurred or made by itit under this Indenture, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s agents, agents and counsel, accountants and experts. . (B) The Company and the Guarantorseach Guarantor will, jointly on a joint and severallyseveral basis, shall indemnify the Trustee or and any predecessor Trustee and their respective officers, directors, officers, agents and employees and agents any authenticating agent and hold them harmless against any and all losslosses, liabilityclaims, claimdamages, damage liabilities or expense (expenses, including reasonable attorneys’ fees and expenses and of counsel, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) Incurred incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereunderunder this Indenture, the Notes and any other document or transaction entered into in connection herewith or therewith, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.0711.06) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, Guarantor any holder Holder or any other Person). The obligation ) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to pay the extent any such amounts shall survive the payment loss, liability or expense may be attributable to its gross negligence or willful misconduct as determined in full or defeasance a final non-appealable judgment by a court of the Notes or the removal or resignation of the Trusteecompetent jurisdiction. The Trustee shall will promptly notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; providedindemnity, however, that any but the Trustee’s failure to so to notify the Company shall will not relieve the Company or any Guarantor of its indemnity obligations hereunderunder this Section 11.06(B). The Company shall and each Guarantor will defend the claim such claim, and the indemnified party shall provide reasonable cooperation at the Company’s expense Trustee will cooperate in the such defense. Such indemnified parties The Trustee may have retain separate counsel counsel, and the Company and such Guarantoreach Guarantor will, as applicableon a joint and several basis, shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse pay for any expense settlement of any such claim made without its consent, which consent will not be unreasonably withheld. (C) The obligations of the Company and each Guarantor under this Section 11.06 will survive the resignation or indemnify against removal of the Trustee, the satisfaction and discharge of this Indenture and the termination for any loss, other reason of this Indenture. The Trustee’s right to receive payment of any amounts due under this Section 11.06 shall not be subordinate to any other liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. indebtedness of the Company. (D) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.0711.06 and the Guaranteed Obligations with respect to the Company’s obligations in this Section 11.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee other than money or property Trustee, except that held in trust to pay principal of and of, or interest on on, particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 shall , which lien will 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 . (E) If the Trustee under applicable law, when the Trustee Incurs incurs expenses or renders services after the occurrence an Event of a Default specified in Section 6.01(fpursuant to clause (ix) or (gx) with respect to of Section 7.01(A) occurs, then such expenses and the Company, compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under the any Bankruptcy Law. No provision of this Indenture shall require . (F) Each Note Agent will have the same rights and duties as the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionunder this Section 11.06.

Compensation and Indemnity. The Company and each Subsidiary Guarantor, if any, shall pay be joint and severally liable for paying to the Trustee from time to time such reasonable compensation for the Trustee’s its acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the TrusteeTrustee 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 Company and each Subsidiary Guarantor, if any, shall reimburse be joint and severally liable for reimbursing the Trustee upon request for all reasonable out-of-pocket expenses Incurred incurred or made by it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable fees and expenses of counsel retained by the Trustee, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company and the Guarantorseach Subsidiary Guarantor (if any), jointly and severally, shall indemnify the Trustee or any predecessor Trustee and their directors, officers, employees and agents against any and all loss, liability, claimdamages, damage claims or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based uponexpenses) incurred by it without negligence, measured by bad faith or determined by the income of the Trustee)) Incurred by or willful misconduct on its part in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.077.7) and of defending itself against or investigating any claim claims (whether asserted by any Holder, the Company, any Guarantor, any holder Company or any other Personotherwise). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure indemnity. Failure by the Trustee to so to notify the Company shall not relieve the Company or any Subsidiary Guarantor of its indemnity obligations hereunder, except to the extent that they were prejudiced by such failure to notify. The Company shall defend the claim and the indemnified party Trustee shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties The Trustee may have separate counsel and the Company and such Guarantorthe Subsidiary Guarantors, as applicableif any, shall pay the fees and expenses of such counsel; provided, however, provided that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense they assume the Trustee’s defense, and, in such indemnified parties’ the reasonable judgmentjudgment of outside counsel to the Trustee, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties Trustee in connection with such defense. The Notwithstanding the foregoing, the Company and the Subsidiary Guarantors, if any, need not reimburse any expense or indemnify against any loss, liability or expense Incurred which is finally determined by an indemnified party through such partya court of competent jurisdiction to have been caused by the Trustee’s own willful misconduct, negligence or bad faith. To secure the Company’s and the Subsidiary Guarantors’ payment obligations in this Section 7.077.7, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. Such lien shall survive the satisfaction and discharge of this Indenture. The Trustee’s right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Company or the Subsidiary Guarantors (if any). The Company’s and the Subsidiary Guarantors’ payment obligations pursuant to this Section 7.07 7.7 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 When the Trustee under applicable law, when the Trustee Incurs incurs expenses after the occurrence of a Default specified in clause (7) of Section 6.01(f) or (g) 6.1 with respect to the Company, the expenses are intended to constitute expenses of administration under the any Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. The Company Issuer shall pay to the Trustee and the Agents from time to time such compensation for their services as the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to parties shall agree in writing between the Company and the Trusteefrom time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company Issuer shall reimburse the Trustee and the Agents upon request for all reasonable out-of-pocket expenses Incurred incurred or made by it, including 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 compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company and the Guarantors, jointly and severally, Issuer shall indemnify the Trustee or any predecessor Trustee in each of its capacities hereunder (including as Paying Agent, Registrar or as an Agent, as applicable), and each of their officers, directors, officersemployees, employees counsel and agents agents, against any and all loss, liability, claim, damage liability or expense (including including, but not limited to, reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured expenses) incurred by or determined by the income of the Trustee)) Incurred by or it in connection with the acceptance or administration of this trust and the performance of its their duties hereunderhereunder and under the Notes and the Guarantees, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) 7.6), the Notes and the Guarantees and of defending itself against or investigating any claim claims (whether asserted by any Holder, the Company, any Guarantor, any holder Issuer or any other Personotherwise). The obligation to pay such amounts shall survive Trustee and the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee Agents shall notify the Company Issuer promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure indemnity. Failure by the Trustee or an Agent to so to notify the Company Issuer shall not relieve the Company or any Guarantor Issuer of its indemnity obligations hereunder. The Company Issuer shall defend the claim and the indemnified party shall provide reasonable cooperation at Trustee and the Company’s expense in the defense. Such indemnified parties Agents may have separate counsel and the Company and such Guarantor, as applicable, Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company Issuer need not reimburse any expense or indemnify against any loss, liability or expense Incurred incurred by the Trustee or an indemnified party through such party’s Agent as a result of its own willful misconduct, negligence misconduct or bad faithgross negligence. To secure the CompanyIssuer’s and the Guarantors’ 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 other than money or property held in trust to pay principal of and interest on particular Notes. The Companyright 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 and the Guarantors’ payment obligations pursuant to this Section 7.07 and any lien arising hereunder shall survive the satisfaction or and discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or and the resignation or removal of the TrusteeTrustee or an Agent. Without prejudice to any other rights available to When the Trustee under applicable law, when the Trustee Incurs or an Agent incurs expenses after the occurrence of a Default specified in Section 6.01(fSections 6.1(v) or (gvi) with respect to the CompanyIssuer, the expenses are intended to constitute expenses of administration under the any Bankruptcy Law. No provision Pursuant to Section 10.1, the obligations of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in Issuer hereunder are jointly and severally guaranteed by the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionGuarantors.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the TrusteeTrustee shall from time to time agree in writing for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses Incurred and advances (including reasonable fees and expenses of counsel) incurred or made by it, including costs of collection, 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 fees and expenses, disbursements and advances expenses of the Trustee’s agents, agents and counsel, accountants and experts. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee or any predecessor Trustee and their directorsits agents for, officersand hold them harmless against, employees and agents against any and all loss, liabilitydamage, claim, damage or expense claims (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) Incurred ), liability or expense incurred by them arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, (including the reasonable costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself themselves against or investigating any claim (whether asserted by or liability in connection with the Company, exercise or performance of any Guarantor, any holder or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee’s rights, powers or duties hereunder), except in each of the foregoing cases to the extent caused by any negligence, bad faith or willful misconduct on their part. The Trustee shall notify the Company promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunderindemnity. The Company may, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), defend the claim and the indemnified party Trustee shall provide reasonable cooperation at the Company’s expense cooperate in the defense. Such indemnified parties The Trustee and its agents subject to the claim may have separate counsel and the Company and such Guarantor, as applicable, shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company shall will not be required to pay such fees and expenses if if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes such indemnified parties’ the Trustee’s defense and, in such indemnified parties’ reasonable judgment, and there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, Trustee and such parties its agents subject to the claim in connection with such defensedefense as reasonably determined by the Trustee. The Company need not pay for any settlement made without its written consent. The Company need not reimburse any expense or indemnify against any loss, loss or liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the Company’s 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 extent incurred by the Trustee other than money through its negligence, bad faith or property held willful misconduct. When the Trustee incurs expenses or renders services after a Default specified in trust to pay principal of and interest on particular Notes. The Company’s Section 6.01(5) or Section 6.01(6) occurs, such expenses and the Guarantors’ payment obligations pursuant compensation for such services shall be paid to the 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 or and 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 under applicable law, when the Trustee Incurs expenses after the occurrence appointment of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionsuccessor Trustee.

Compensation and Indemnity. (a) The Company shall pay to the Trustee from time to time such reasonable compensation for the Trustee’s its acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the TrusteeTrustee 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 Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred expenses, disbursements and advances incurred or made by it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and giving of notices to Holders and reasonable costs of counsel retained by the Trustee in connection with the delivery of an opinion of counsel or otherwise, in addition to the compensation for its services, except for any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants accountants, experts and experts. other Persons not regularly in its employ. (b) The Company and the Guarantors, jointly and severally, shall indemnify the Trustee or any predecessor Trustee and their directors, officers, employees and agents against any and all loss, liability, claim, damage liability or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based uponexpenses) incurred by it without negligence, measured by willful misconduct or determined by the income of the Trustee)) Incurred by or bad faith on its part in connection with the acceptance or and administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and of defending itself against or investigating any claim claims (whether asserted by any Holder, the Company, any Guarantor, any holder Security Guarantor or any other Personotherwise). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure indemnity. Failure by the Trustee to so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties Trustee may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, provided that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense the Trustee’s defense, and, in such indemnified parties’ the reasonable judgmentjudgment of outside counsel to the Trustee, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties Trustee in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred incurred by an indemnified party the Trustee through such partythe Trustee’s own negligence, willful misconduct, negligence misconduct or bad faith. . (c) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on a particular NotesSecurity. The Trustee’s right to receive payment of any amounts due under this Section 7.07 shall not be subordinate to any other liability or indebtedness of the Company. (d) The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Indenturethe Securities, the termination for any rejection or termination reason of this Indenture under any bankruptcy law or and the resignation or removal of the Trustee. Without prejudice to any other rights available to When the Trustee under applicable law, when the Trustee Incurs incurs expenses after or renders services in connection with the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the CompanyBankruptcy Law Event of Default, the expenses (including the reasonable charges and expenses of its counsel) are intended to constitute expenses of administration under the any Bankruptcy Law; provided that this shall not affect the Trustee’s rights as set forth in this Section 7.07 or Section 7.11. No provision “Trustee” for purposes of this Indenture Section shall require include any predecessor Trustee; provided, however, that the Trustee to expend negligence, willful misconduct or risk its own funds or otherwise Incur any financial liability in the performance bad faith of any of its duties hereunder, or in Trustee hereunder shall not affect the exercise rights of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionother Trustee hereunder.

Compensation and Indemnity. The Company Issuer and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder and under the Notes as mutually agreed to in writing between the Company Issuer and the TrusteeTrustee 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 Company Issuer and the Guarantors, jointly and severally, shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred incurred or made by it, including including, but not limited to, costs of collection, in addition 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 compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and expertsexperts of the Trustee. The Company Issuer and the Guarantors, jointly and severally, shall indemnify indemnify, defend, protect and hold the Trustee or any predecessor Trustee and their Trustee, its officers, directors, officers, employees and agents harmless from and against any and all fees, loss, liability, claimdamages, damage costs, claims or expense (including reasonable attorneys’ fees and expenses and expense, including taxes (other than taxes based upon, measured by or determined by upon the income of the Trustee)) Incurred (including reasonable attorneys’ and agents’ fees and expenses) incurred by it without willful misconduct or gross negligence, as determined by a court of competent jurisdiction in a final non-appealable decision, on its part in connection with the acceptance or administration of this trust and Indenture or the trusts thereunder or the performance of its duties hereunderhereunder and under the Notes, including the fees, costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.077.7) and the Notes and of defending itself against or investigating any claim claims (whether asserted by any Holder, the Company, any Guarantor, any holder Issuer or any other Personotherwise). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company Issuer promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure of which it has received written notice. Failure by the Trustee to so to notify the Company Issuer shall not relieve the Company or any Guarantor Issuer of its indemnity obligations hereunder. The Company Issuer shall defend the claim and the indemnified party Trustee shall provide reasonable cooperation at the CompanyIssuer’s expense in the defense. Such indemnified parties The Trustee may have separate counsel and the Company Issuer shall pay the reasonable fees and expenses of such Guarantorcounsel, as applicable, provided that the Issuers shall not be required to pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses separate counsel if it assumes the Trustee’s defense with counsel acceptable and approved by the Trustee (such indemnified parties’ defense andapproval not to be unreasonably withheld) and in the judgment of the Trustee, in such indemnified parties’ reasonable judgment, (i) there is no actual or potential conflict of interest between the Company Issuers and the Trustee in connection with the defense and (ii) there are no legal defenses available to the Trustee that are different from or are in addition to those available to the Issuers and the Guarantors. Any settlement which affects an Trustee may not be entered into without the consent of the Trustee, as applicable, unless the Trustee is given a full and unconditional release from liability with respect to the claims covered thereby and such parties in connection with such defensesettlement does not include a statement or admission of fault, culpability, or failure to act by or on behalf of the Trustee. The Company need not reimburse indemnification provided in this Section 7.7 shall extend to the officers, directors, agents and employees of the Trustee and any expense or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faithsuccessor Trustee hereunder. To secure the CompanyIssuer’s and the Guarantors’ or Guarantor’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 other than money or property held in trust to pay principal Trustee. Such lien shall survive the satisfaction and discharge of and interest on particular Notesthis Indenture. The CompanyTrustee’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 and the Guarantors’ payment indemnification obligations pursuant to this Section 7.07 7.7 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or and the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee Incurs incurs fees, expenses or renders services after the occurrence of a Default specified in Section 6.01(f6.1(a)(5) or (g) with respect to the Companya)(6), the fees and expenses (including the reasonable fees and expenses of its counsel) are intended to constitute expenses of administration under the any Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. (A) The Company shall pay to the Trustee will, from time to time such time, pay the Trustee (acting in any capacity hereunder) compensation for the Trustee’s its acceptance of this Indenture and its services hereunder under this Indenture as mutually may be agreed to in writing between by the Company and the TrusteeTrustee in writing from time to time. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The In addition to the compensation for the Trustee’s services, the Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses Incurred incurred or made by itit under this Indenture, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s agents, agents and counsel, accountants and experts. . (B) The Company will indemnify and the Guarantors, jointly and severally, shall indemnify hold harmless the Trustee or (acting in any predecessor Trustee and their directors, officers, employees and agents capacity hereunder) against any and all losslosses, liability, claim, damage liabilities or expense expenses (including reasonable attorneys’ without limitation, attorneys fees and expenses and including taxes (other than taxes based upon, measured expenses) incurred by or determined by the income it arising out of the Trustee)) Incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunderunder this Indenture, including the costs and expenses of enforcing this Indenture or Guarantee (including without limitation, attorneys fees and expenses) against the Company or any Guarantor (including this Section 7.0710.06) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any holder Holder or any other Person). The obligation ) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to pay the extent any such amounts shall survive the payment loss, liability or expense may be attributable to its gross negligence or willful misconduct as determined by a court of competent jurisdiction in full or defeasance of the Notes or the removal or resignation of the Trusteea final and non-appealable decision. The Trustee shall will promptly notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided(other than any claim brought by the Company), however, that any but the Trustee’s failure to so to notify the Company shall will not relieve the Company or any Guarantor of its indemnity obligations hereunderunder this Section 10.06(B). The Company shall will defend the claim such claim, and the indemnified party shall provide reasonable cooperation Trustee will cooperate in such defense at the expense of the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse pay for any expense settlement of any such claim made without its consent, which consent will not be unreasonably withheld, conditioned or indemnify against delayed. The Company will not have the right, without the Trustee’s written consent, to settle any lossclaim covered by the Indemnity if such settlement (i) arises from or is part of any criminal action, suit or proceeding, (ii) contains a stipulation to, confession of judgment with respect to, or admission or acknowledgement of, any liability or expense Incurred wrongdoing on the part of the Trustee, (iii) provides for injunctive relief on the Trustee, or other relief imposed on the Trustee other than monetary damages payable by the Company or (iv) does not contain an indemnified party through such party’s own willful misconductunconditional release of the Trustee from all liability on all claims that are the subject matter of the related dispute or proceeding. The indemnification provided in this Section 10.06 will extend to the officers, negligence directors, agents and employees of the Trustee and any successor Trustee under this Indenture. (C) The obligations of the Company under this Section 10.06 will survive the resignation or bad faith. removal of the Trustee and the discharge of this Indenture. (D) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.0710.06, the Trustee shall will have a Lien lien prior to the Notes on all money or property held or collected by the Trustee other than money or property Trustee, except that held in trust to pay principal of and of, or interest on on, particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 shall , which lien will 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 . (E) If the Trustee under applicable law, when the Trustee Incurs incurs expenses or renders services after the occurrence an Event of a Default specified in Section 6.01(fpursuant to clause (ix) or (gx) with respect to of Section 7.01(A) occurs, then such expenses and the Company, compensation for such services (including the fees and expenses of its agents and counsel) are intended to constitute administrative expenses for purposes of administration priority under the any Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. The Each of the Company shall and the Subsidiary Guarantors, jointly and severally, agrees to pay to the Trustee from time to time such reasonable compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually shall be agreed upon from time to time in writing between the Company and the Trustee. The Trustee’s Trustee (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Company shall agrees to reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred or made expenses, disbursements and advances incurred by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include when applicable the reasonable compensation and expenses of the Trustee’s agents and counsel. The Trustee shall not be under any obligation to institute any suit, or take any remedial action under this Indenture, or to enter any appearance or in any way defend any suit in which it may be a defendant, or to take any steps in the execution of the trusts created hereby or thereby or in the enforcement of any rights and powers under this Indenture, until it shall be indemnified to its satisfaction against any and all expenses, disbursements and advances incurred or made by the Trustee in accordance with any provisions of this Indenture, including compensation for services, costs, expenses, outlays, counsel fees and other disbursements, and against all liability (including fees and expenses incurred by the Trustee’s agents, counsel, accountants and expertsTrustee pursuant to the penultimate paragraph of Section 7.08) determined not to have been caused by its own negligence or willful misconduct. The Company and the Guarantors, jointly and severally, shall agrees to indemnify the Trustee or any predecessor Trustee and their directors, officers, employees and agents against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured incurred by or determined by the income it arising out of the Trustee)) Incurred by or in connection with the acceptance or and administration of this the trust and the performance of its duties hereunderhereunder as Trustee, Registrar and/or Paying Agent, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including with respect to this Section 7.07) and of defending itself against or investigating any claim (whether asserted by or liability in connection with the Company, exercise or performance of any Guarantor, any holder of its powers or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trusteeduties hereunder. The Trustee shall notify the Company of any claim of which a Trust Officer has received written notice for which it may seek indemnity promptly upon obtaining actual knowledge thereofindemnity; provided, however, that any the failure so of the Trustee to promptly notify the Company shall not relieve the Company or any Guarantor of limit its indemnity obligations hereunderright to indemnification. The Company shall defend the each such claim and the indemnified party Trustee shall provide reasonable cooperation at the Company’s expense cooperate in the defense. Such indemnified parties The Trustee may have retain separate counsel and the Company and such Guarantor, as applicable, shall pay reimburse the Trustee for the reasonable fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not pay for any settlement made without its consent (which consent shall not be unreasonably withheld). The Company shall not be obligated to reimburse any expense or indemnify against any loss, liability liability, claim or expense Incurred damage incurred by an indemnified party through such partythe Trustee determined to have been caused by the Trustee’s own negligence or willful misconduct, negligence or bad faith. To secure the Company’s and the Guarantors’ payment obligations of the Company in this Section 7.07Section, the Trustee shall have a Lien claim prior to that of the Notes Holders of the Securities on all money or property held or collected by the Trustee other than money or property Trustee, except that held in trust to pay principal of and interest on on, or the redemption price of, particular NotesSecurities. The CompanyTrustee’s and the Guarantors’ right to receive payment obligations pursuant to of any amounts due under this Section 7.07 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 not be subordinate to any other rights available to liability or Indebtedness of the Company or any Subsidiary Guarantor. When the Trustee under applicable law, when the Trustee Incurs incurs expenses or renders services after the occurrence of a any Event of Default specified in Section 6.01(fclauses (6) or (g7) with respect to the Companyof Section 6.01, the expenses and the compensation for the services are intended to constitute expenses of administration under the any Bankruptcy Law. No provision The benefits of this section shall survive termination of this Indenture shall require and resignation or removal of the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionTrustee.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as shall be mutually agreed to upon in writing between the Company and the Trusteewriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred incurred by it pursuant to, and in accordance with, any provision hereof, except for any such expenses as shall have been caused by the Trustee’s own negligence or made by it, including costs of collection, in addition to the compensation for its serviceswillful misconduct. Such expenses shall include the reasonable compensation and expenses, disbursements and advances out-of-pocket expenses of the Trustee’s agents, agents and counsel, accountants and experts. The Trustee shall provide the Company with reasonable notice of any expense not in the ordinary course of business. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee or any Trustee, each predecessor Trustee and their directorsrespective agents for, officersand hold each of them harmless against, employees and agents against any and all loss, liability, damage, claim, damage cost or expense (including the reasonable attorneys’ fees and expenses of counsel and including taxes (other than taxes those based upon, measured by or determined by upon the income of the Trustee)) Incurred incurred by or it in connection with the acceptance or administration of this trust and trust, the performance of its duties and/or the exercise of its rights hereunder, or in connection with enforcing the provisions of this Section 7.06, including the reasonable costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, Guarantor or any holder Holder or any other Person)) or liability in connection with the exercise or performance of any of its powers and duties hereunder. The obligation to Company and the Guarantors need not pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trusteefor any settlement made without their consent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereofindemnification; provided, however, provided that any failure so to notify the Company give such notice shall not relieve the Company or any Guarantor and the Guarantors of its indemnity their obligations hereunderunder this Section 7.06. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company Guarantors need not reimburse any expense or indemnify against any loss, loss or liability or expense Incurred incurred by an indemnified party the Trustee through such partythe Trustee’s own negligence or willful misconduct, negligence or bad faith. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.077.06, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee other than money or property Trustee, except that held in trust to pay principal of and interest amounts due on particular NotesSecurities. The Company’s indemnity obligations of the Company and the Guarantors’ payment obligations pursuant Guarantors with respect to the Trustee provided for in this Section 7.07 7.06 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 TrusteeTrustee and any termination of this Indenture. Without prejudice to any other rights available to When the Trustee under applicable law, when the Trustee Incurs incurs expenses or renders services after the occurrence an Event of a Default specified in Section 6.01(f6.01(i), Section 6.01(j) or (g6.01(k) with respect to the Companyoccurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the any Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such reasonable compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the Trusteeservices. The Trustee’s compensation shall not be limited by any provision of law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon within 45 days after receipt of request for all reasonable out-of-pocket disbursements, expenses Incurred and advances incurred or made by itit in connection with its duties under this Indenture, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s agents, agents and counsel, accountants and experts. The Company and the Guarantors, jointly and severally, shall indemnify the Trustee or any predecessor Trustee and their Trustee, its officers, directors, officers, employees and agents against for, and hold them harmless against, any and all losslosses, liabilityliabilities, claimdamages, damage claims or expense (including reasonable attorneys’ fees and expenses and including taxes (taxes, other than taxes based upon, measured by or determined by the income of the Trustee)) Incurred incurred by it or arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, under this Indenture including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.077.7) and defending itself against or investigating any claim (whether asserted by the Company, Company or any Guarantor, any holder Holder or any other Person)) or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee , upon receiving written notice thereof, shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any indemnity. The failure by the Trustee to so to notify the Company shall not however relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party Trustee shall provide reasonable cooperation at the Company’s expense cooperate in the defense. Such indemnified parties The Trustee may have separate counsel and the Company and such Guarantor, as applicable, shall pay the reasonable fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not pay for any settlement made without its written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Company need not reimburse the Trustee for any expense or indemnify it against any loss, loss or liability or expense Incurred incurred by an indemnified party the Trustee through such party’s own willful misconduct, its negligence or bad faithfaith as established by a final, non-appealable order of a court of competent jurisdiction. To secure the Company’s and the Guarantors’ payment obligations of the Company in this Section 7.077.7, 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 other than except such money or property held in trust to pay the principal of of, interest and interest premium, if any, on particular NotesSecurities of that Series. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 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 When the Trustee under applicable law, when the Trustee Incurs incurs expenses or renders services after the occurrence an Event of a Default specified in Section 6.01(f6.1(4) or (g5) with respect to the Companyoccurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the any Bankruptcy Law. No provision For purposes of this Section 7.7, the term “Trustee” shall include any trustee appointed pursuant to this ARTICLE 7. The obligations of the Company under this Section 7.7 shall survive the termination or satisfaction and discharge of this Indenture shall require or the resignation or removal of the Trustee to expend or risk its own funds or otherwise Incur for any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionreason.

Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder (including, if necessary, compensation for extraordinary services) as mutually agreed to in writing between the Company and the TrusteeTrustee 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 Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses Incurred incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company and the Guarantors, jointly and severally, shall indemnify each of the Trustee or and any predecessor Trustee and their directors, officers, employees and agents against any and all loss, liability, claimdamage, damage claim (whether asserted by the Company, any Holder or any other Person) or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)expenses) Incurred incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including hereunder or in connection with enforcing the costs and expenses provisions of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself ; provided that the Company need not reimburse any expense or indemnify against any loss, liability, damage, claim or investigating any claim (whether asserted expense incurred by the Company, any Guarantor, any holder an indemnified party through such party’s own negligence or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trusteewillful misconduct. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the Company’s and the Guarantors’ 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 other than money or property held in trust to pay the principal of and interest and any additional payments on particular Notesthe Securities of such Series. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 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 When the Trustee under applicable law, when the Trustee Incurs incurs expenses after the occurrence of a Default specified in Section 6.01(f6.01(4) or (g5) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision The Company’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. Amounts due to this Trustee under this Section 7.07 shall require not be subordinated to any obligation of the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionCompany.

Compensation and Indemnity. The Company shall agrees to pay to the Trustee from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the Trustee. The Trustee’s Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses Incurred and advances incurred or made by it, including costs it in accordance with any of collection, in addition to the compensation for its servicesprovisions of this Indenture. Such expenses shall include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s agents, accountants, experts and counsel, accountants and experts. The Company hereby indemnifies, defends and the Guarantors, jointly and severally, shall indemnify holds the Trustee or any predecessor (in its capacity as Trustee and their in any other capacity in which the Trustee is serving under this Indenture) and each of its officers, directors, officersemployees, employees attorneys, affiliates and agents against harmless against, any and all losssuits, liabilityclaims and demands (whether asserted by the Company, claimany Holder or any other Person), damage or expense (including reasonable attorneys’ fees costs and expenses (including, but not limited to, reasonable compensation, disbursements and including taxes (other than taxes based upon, measured by or determined by the income expenses of the Trustee’s agents and counsel)) Incurred , losses or liabilities incurred by it arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereundertrust, including the reasonable costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by or liability in connection with the Company, exercise or performance of any Guarantor, any holder of its powers or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trusteeduties hereunder. The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunderindemnity. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall need not pay the fees and expenses of such counsel; provided, however, that the Company for any settlement made without its written consent (which consent shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defenseunreasonably withheld). The Company need not reimburse any expense or indemnify against any loss, loss or liability incurred by the Trustee to the extent such loss or expense Incurred liability was proven to have been caused by an indemnified party through such partythe Trustee’s own willful misconduct, negligence or bad faith. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.077.7, the Company and the Holders agree that the Trustee shall have a Lien lien prior to the Notes Securities on all money or property assets held or collected by the Trustee other than money or property Trustee, in its capacity as Trustee, except assets held in trust to pay principal of and interest any amounts due on particular NotesSecurities pursuant to Article III. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(3) and (4) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. The Company’s obligations under this Section 7.7 and any lien arising hereunder shall survive the Guarantors’ payment resignation or removal of the Trustee, the discharge of the Company’s obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge Article VIII of this Indenture, Indenture and 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 under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. The Company shall agrees: (a) to pay to the Trustee from time to time time, and the Trustee shall be entitled to, such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the Trustee. The Trustee’s Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited (to the extent permitted by law) by any provision of law on in regard to the compensation of a trustee of an express trust. The Company shall ); (b) to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses Incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture or any documents executed in connection herewith (including the Trustee’s agents, counsel, accountants and experts. The Company reasonable compensation and the Guarantorsexpenses, jointly advances and severallydisbursements of its agents and counsel), shall except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (c) to indemnify the Trustee or any predecessor Trustee and their directorsrespective agents, officers, directors and employees for, and agents against to hold them harmless against, any and all loss, damage, claim, liability, claim, damage cost or expense (including reasonable attorneys’ ' fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) Incurred by incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust and the performance of its duties hereundertrust, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, Company or any Guarantor, any holder Holder or any other Person). The obligation to pay such amounts shall survive the payment in full ) or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties liability in connection with such defense. The Company need not reimburse the exercise or performance of any expense of its powers or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faithduties hereunder. To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.07, the Trustee shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee other than money or property Trustee, except that held in trust to pay interest installments (including Contingent Interest and Liquidated Damages, if any), the principal amount, Redemption Price, Purchase Price, Change in Control Purchase Price or interest, if any, due on overdue amounts, as the case may be, in respect of and interest on any particular NotesSecurities. The Company’s and the Guarantors’ 's payment obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the earlier termination or resignation or removal of the Trustee. Without prejudice to any other rights available to When the Trustee under applicable law, when the Trustee Incurs incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the CompanySection 6.01(g), the expenses, including the reasonable charges and expenses of its counsel, are intended to constitute expenses of administration under the Bankruptcy Lawany bankruptcy law. No provision of this Indenture shall require Any amounts due and owing the Trustee hereunder (whether in nature of fees, expenses, indemnification payments or reimbursement for advances) which have not been paid by or on behalf of the Company within 15 days following written notice thereof given to expend or risk its own funds or otherwise Incur any financial liability the Company in accordance with the performance provisions of any of its duties hereunderSection 12.02, or shall bear interest at an interest rate equal to the Trustee's announced prime rate in the exercise of any of its rights or powerseffect from time to time, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionplus four percent (4.0%) per annum.

Compensation and Indemnity. The Company and the Guarantors shall pay to the Trustee (acting in any capacity hereunder) and any Agent from time to time such compensation for all services rendered by the Trustee’s acceptance of this Indenture and its services hereunder Trustee as mutually agreed to in writing between the Company and the TrusteeTrustee shall agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee (acting in any capacity hereunder) and any Agent upon request for all reasonable and duly documented out-of-pocket expenses Incurred expenses, disbursements and advances incurred or made by itit in accordance with any provision of this Indenture, including costs of collectioncollection and the fees, expenses and disbursements of their respective agents and counsel, in addition to the reasonable compensation for its their respective services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company and the Guarantors, jointly and severally, Guarantors shall indemnify and hold harmless the Trustee (acting in any capacity hereunder) or any predecessor Trustee Agent and their respective officers, directors, officers, employees and agents against any and all loss, liability, claim, damage liability or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based uponincurred on its part, measured by or determined by the income arising out of the Trustee)) Incurred by or in connection with the acceptance or administration of this trust and Indenture or the performance of its duties transactions contemplated hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by or liability in connection with the Company, exercise or performance of any Guarantor, any holder of its powers or any other Person). The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trusteeduties hereunder. The Trustee or any Agent shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure to so to notify the Company shall not relieve the Company or any Guarantor and Guarantors of its their indemnity obligations hereunder. The Company shall defend , except to the claim and extent that the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and rights of the Company and or the Guarantors are actually prejudiced by such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that failure. Neither the Company shall not be required nor any Guarantor will need to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred incurred by an indemnified party through attributable to such party’s own willful misconduct, gross negligence or bad faithwillful misconduct as determined by a court of competent jurisdiction in a final non-appealable order. The Company and the Guarantors shall not be obligated to pay any settlement effected without their prior written consent (which shall not be unreasonably withheld). To secure the Company’s and the Guarantors’ payment obligations 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, other than money or property held in trust to pay the principal of and and/or interest on particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 and the rights, protections and indemnities afforded to the Trustee and any Agent under this Article VII 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 TrusteeTrustee or any Agent, as the case may be. Without prejudice to any other rights available to When the Trustee under applicable law, when the Trustee Incurs or any Agent incurs expenses after the occurrence of a Default specified in Section 6.01(f6.01(6) or (g7) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require Any right, protection and indemnity provided to the Trustee hereunder shall also be afforded to expend any Agent hereunder or risk its own funds or otherwise Incur under any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionsupplemental indenture.

Compensation and Indemnity. The Company shall and the Guarantors, jointly and severally, covenant and agree to pay to the Trustee from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company or the Guarantors and the TrusteeTrustee 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 Company shall and the Guarantors, jointly and severally, covenant and agree to reimburse the Trustee upon request for all reasonable out-of-pocket and documented expenses Incurred incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company and the Guarantors, Guarantors covenant jointly and severally, shall severally to indemnify the Trustee or any predecessor Trustee and their Trustee, its officers, directors, officers, employees and agents agents, and hold each of them harmless, against any and all loss, liability, claim, damage liability or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)fees) Incurred incurred by or in connection with the acceptance offer and sale of the Securities or the administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor and enforcing the Securities (including this Section 7.077.08) and defending itself against or investigating any claim (whether asserted by the Company, Company or any Guarantor, any holder Holder or any other Person). The obligation to pay such amounts shall survive ) or liability in connection with the payment in full acceptance, exercise or defeasance performance of the Notes any of its powers or the removal or resignation of the Trusteeduties hereunder. The Trustee shall notify the Company and the Guarantors of any claim for which it may seek indemnity promptly upon obtaining actual knowledge written notice thereof; provided, however, that any failure so to notify the Company and the Guarantors shall not relieve the Company or any Guarantor and the Guarantors of its their indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such GuarantorGuarantors need not pay for any settlement made without its consent, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall which consent will not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the unreasonably withheld. The Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company Guarantors need not reimburse any expense or indemnify against any loss, liability or expense Incurred incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faithmisconduct and gross negligence. To secure the Company’s and the Guarantors’ any Guarantor’s payment obligations in this Section 7.07Section, 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 other than money or property held in trust to pay principal of and interest (including Additional Amounts, if any) and any liquidated damages on particular NotesSecurities of that Series. The Company’s and the Guarantors’ any Guarantor’s payment obligations pursuant to this Section 7.07 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 When the Trustee under applicable law, when the Trustee Incurs incurs expenses or renders services after the occurrence an Event of a Default specified in Section 6.01(f6.01(e) or (gf) with respect to the Companyoccurs, 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 any Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. The Company shall pay to -------------------------- the Trustee from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually is agreed to in writing between by the Trustee and Company and for the Trustee's services hereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, advances and expenses Incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s 's agents, counsel, accountants and experts. The Company and the Guarantorseach Guarantor, jointly and but not severally, shall indemnify the Trustee or any predecessor Trustee and their its officers, directors, officersshareholders, agents and employees (each, an "Indemnified Party") for and agents hold each Indemnified Party harmless against any and all loss, liability, claim, damage liability or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)' fees) Incurred by them without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of this trust Indenture or the Securities and the performance of its their duties hereunder, including the costs cost and expenses expense of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) ), and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any holder a Holder or any other Personperson). The obligation to pay such amounts Trustee and its officers, directors, shareholders, agents and employees in its capacity as Paying Agent, Registrar, Custodian and agent for service of notice and demands shall survive have the payment in full or defeasance benefit of the Notes or foregoing indemnity as well as all other benefits, rights and privileges accorded to the removal or resignation of the TrusteeTrustee in this Indenture when acting in such other capacity. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, provided that any failure so to notify the Company shall not relieve -------- the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party Indemnified Party shall provide reasonable cooperation at the Company’s 's expense in the defense. Such indemnified parties Indemnified Parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, provided that the Company shall not be required to -------- pay such fees and expenses if it assumes such indemnified parties’ Indemnified Parties' defense and, in such indemnified parties’ Indemnified Parties' reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred by an indemnified party Indemnified Party through such party’s 's own willful misconduct, negligence or bad faith. The Company need not pay any settlement made without its consent (which consent shall not be unreasonably withheld). To secure the Company’s and the Guarantors’ 's payment obligations in this Section 7.07and all other obligations to the Trustee pursuant to this Indenture, including all fees, expenses and rights to indemnification, the Trustee shall have a Lien prior to the Notes lien on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest and any Liquidated Damages on particular NotesSecurities. Such lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. The Trustee's right to receive payment of any amounts due under this Indenture shall not be subordinated to any other indebtedness of the Company and the Securities shall be subordinate to the Trustee's rights to receive such payment. The Company’s and the Guarantors’ 's payment obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law Bankruptcy Law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when When the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f6.01(a)(8) or (g9) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. The Company shall agrees to: (a) pay to the Trustee Trustee, the Collateral Agent and the Loan Administrator, from time to time such as agreed to between the Company, the Trustee, the Collateral Agent and the Loan Administrator, reasonable compensation for its services as has been agreed to by the Company, the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between , the Company Collateral Agent and the Trustee. The Trustee’s Loan Administrator, which compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall ; (b) reimburse the Trustee Trustee, Collateral Agent and Loan Administrator upon request for all reasonable out-of-pocket expenses Incurred incurred or made by it, including including, but not limited to, costs of monitoring the Collateral, costs of monitoring the Company’s compliance with the Note Documents and the MBIA Facility (provided that the Trustee, the Collateral Agent and the Loan Administrator shall have no duty to monitor), costs of collection, in addition to the compensation for its services. Such services (such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s, Collateral Agent’s and Loan Administrator’s agents, counsel, accountants accountants, financial advisors, and experts. The Company ); (c) indemnify, defend, protect and the Guarantors, jointly and severally, shall indemnify hold harmless the Trustee or any predecessor (in its individual capacity and Trustee capacities), the Collateral Agent (in its capacity as Collateral Agent), the Loan Administrator (in its capacity as Loan Administrator) and their respective directors, officers, employees officers and agents against any and all loss, damage, claims, liability, claim, damage cost or expense (including reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured expenses) incurred by or determined by the income of the Trustee)) Incurred by or it in connection with the acceptance or administration of this trust Indenture and the trusts thereunder and the performance of its duties hereunder, hereunder or any of the Note Documents (including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by any Holder or the Company, or liability in connection with the acceptance, exercise or performance of any Guarantorof its powers or duties hereunder) and (d) after the occurrence of an Event of Default, any holder or any other Person)reimburse the Majority Holders for reasonable compensation and expenses, disbursement and advances of the Majority Holders’ counsel and financial advisors. The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee , Collateral Agent and Loan Administrator shall notify the Company promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; providedindemnity. Failure by the Trustee, however, that any failure Collateral Agent or Loan Administrator to so to notify the Company shall not relieve the Company of its obligations hereunder or any Guarantor of its indemnity obligations hereunderthe Note Documents, except to the extent the Company has been prejudiced by such failure. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties Trustee, Collateral Agent and Loan Administrator may have a single separate counsel for all of them (except to the extent that representation of all of the Trustee, Collateral Agent and Loan Administrator by a single counsel would be improper due to conflict of interest, in which case each of them may retain separate counsel) and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred found by an indemnified party a court of competent jurisdiction in a final, non-appealable judgment to have been incurred by the Trustee, Collateral Agent or Loan Administrator through such partythe Trustee’s, Collateral Agent’s or Loan Administrator’s, as applicable, own willful misconduct, negligence misconduct or bad faithgross negligence. To secure the Company’s and the Guarantors’ payment obligations in this Section 7.077.06, the Trustee Trustee, Collateral Agent and Loan Administrator shall have a Lien lien prior to the Notes Securities on all money or property held or collected by the Trustee Trustee, Collateral Agent or Loan Administrator other than money or property held in trust to pay principal of and interest on particular NotesSecurities. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 shall survive the satisfaction or and discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or and the resignation or removal of the Trustee, Collateral Agent or Loan Administrator. Without prejudice to any other rights available to When the Trustee under applicable lawTrustee, when the Trustee Incurs Collateral Agent or Loan Administrator incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g6.01(e) with respect to the Company, the expenses are intended to constitute expenses of administration under any Bankruptcy Law or any similar federal, provincial, territorial or state law for the Bankruptcy Law. No provision relief of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactiondebtors.

Compensation and Indemnity. The Company shall pay to the Trustee such compensation for its services as agreed in writing from time to time such compensation for among the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to in writing between the Company and the Trusteeparties. The Trustee’s compensation of the Trustee shall not be limited by any law on compensation of a trustee Trustee of an express trust. The Company shall reimburse the Trustee and any predecessor Trustee upon request for all reasonable out-of-pocket expenses Incurred expenses, disbursements, expenditures and advances incurred or made by it, including costs of collection, in addition to the compensation for its servicesTrustee or such predecessor Trustee. Such expenses shall include the reasonable compensation and expenses, disbursements and advances expenses of the Trustee’s or such predecessor Trustee’s agents, counsel, accountants consultants, other experts employed by it in its exercise and expertsperformance of its powers and duties as Trustee and other persons not regularly in their employ. The Company and the Guarantors, jointly and severally, shall indemnify and defend the Trustee or (acting in any capacity hereunder) and any predecessor Trustee for, and their directorshold them harmless from and against, officers, employees and agents against any and all loss, liabilitydamage, claim, damage cost, liability or expense (including reasonable attorneys’ fees and expenses and including taxes of counsel) suffered or incurred by them (other than taxes based upon, measured by without gross negligence or willful misconduct on the part of the Trustee as determined by the income a court of the Trustee)competent jurisdiction in a final non-appealable order) Incurred by arising out of or in connection with the acceptance or administration of this trust Indenture and the Securities or the issuance of the Securities or of series thereof or the trusts hereunder and the performance of its duties hereunderunder this Indenture and the Securities, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself themselves against or investigating any claim claim, charge, complaint, allegation, assertion or demand of any nature (whether asserted by the Company, any Guarantor, any holder a Holder or any other Person) or liability and of complying with any process served upon them or any of their officers in connection with the exercise or performance of any of their powers or duties under this Indenture and the Securities and of enforcing this Section 7.07. To secure the Company’s payment obligations hereunder, the Trustee shall have a first lien on the trust estate with right of payment prior to payment on account of interest, principal and premium, if any, on the Securities for all administrative expenses, advances, disbursements, and counsel fees incurred or made in and about execution of the trusts and performance of the duties of the Trustee and for the cost and expense incurred in defending against any liability (unless such liability is adjudicated to have resulted from the negligence or willful misconduct of the Trustee). The obligation obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay such amounts or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the payment in full satisfaction and discharge of this Indenture or defeasance the rejection or termination of the Notes this Indenture under bankruptcy law or the removal or resignation of the Trustee. The Trustee Such additional indebtedness shall notify be a senior claim to that of the Company of any claim for which it may seek indemnity promptly Securities upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim all property and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. To secure the Company’s 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 funds held or collected by the Trustee other than money or property as such, except funds held in trust to pay principal for the benefit of and interest on the Holders of particular Notes. The Company’s Securities or coupons, and the Guarantors’ payment obligations pursuant Securities are hereby subordinated to this Section 7.07 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 Trusteesuch senior claim. Without prejudice to any other rights available to the Trustee under applicable law, when if the Trustee Incurs renders services and incurs expenses after the occurrence following an Event of a Default specified in under Section 6.01(e) or Section 6.01(f) or (g) with respect to the Companyhereof, the parties hereto and the holders by their acceptance of the Securities hereby agree that such expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfactionbankruptcy law.

Compensation and Indemnity. (a) The Company shall will pay to the Trustee from time to time such compensation for the Trustee’s its acceptance of this Indenture and its services hereunder as mutually which shall have from time to time been separately agreed to in writing between by the Company and the TrusteeTrustee in writing. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Company shall will reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses Incurred incurred or made by it, including costs of collection, it in addition to the compensation for its services. Such expenses shall will include the reasonable compensation and expensescompensation, disbursements and advances expenses of the Trustee’s agents, counselattorneys, accountants accountants, experts and experts. other professionals as the Trustee deems necessary, advisable or appropriate. (b) The Company and the Guarantors, jointly and severally, shall will indemnify the Trustee or any predecessor Trustee Trustee, and their directorshold it harmless, officers, employees and agents against any and all losslosses, liabilityclaims, claimdamages, damage liabilities, fees, costs or expense (expenses incurred by it arising out of or in connection with this Indenture and the acceptance or administration of its duties under this Indenture, including the costs and expenses, reasonable attorneys’ fees and expenses and including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)) Incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the court costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor and the Guarantors (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantorthe Guarantors, any holder Holder or any other Person). The obligation ) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to pay the extent any such amounts shall survive the payment loss, liability or expense is determined by a court of competent jurisdiction in full a final non-appealable order to have been caused by its own negligence or defeasance of the Notes or the removal or resignation of the Trusteewillful misconduct. The Trustee shall will notify the Company in writing promptly of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure indemnity. Failure by the Trustee to so to notify the Company shall will not relieve the Company or any Guarantor of its indemnity the Guarantors of their obligations hereunder. The Company shall or such Guarantor will defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense Trustee will cooperate in the defense. Such indemnified parties The Trustee may have separate counsel and the Company and such Guarantor, as applicable, shall will pay the reasonable fees and expenses of such counsel; provided, however, that . Neither the Company shall nor any Guarantor need pay for any settlement made without its consent, which consent will not be required unreasonably withheld. All indemnifications and releases from liability granted hereunder to pay such fees the Trustee shall extend to its officers, directors, employees, agents, attorneys, custodians, successors and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict assigns. (c) The obligations of interest between the Company and the Guarantors, as applicable, Guarantors under this Section 7.07 will survive the satisfaction and such parties in connection with such defense. The Company need not reimburse any expense discharge of this Indenture and the resignation or indemnify against any loss, liability or expense Incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith. removal of the Trustee. (d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall will have a Lien prior to the Notes on all money or property held or collected by the Trustee other than money or property Trustee, except that held in trust to pay principal of and interest on particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 shall Such Lien will survive the satisfaction or and discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or and the resignation or removal of the Trustee. Without prejudice to any other rights available to . (e) When the Trustee under applicable law, when the Trustee Incurs incurs expenses or renders services after the occurrence an Event of a Default specified in Section 6.01(f6.01(8) or (g) with respect to the Companyoccurs, 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 any Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

Compensation and Indemnity. The Company Issuer shall pay to the each Debenture Trustee from time to time such compensation for the Trustee’s acceptance of this Indenture and its services hereunder as mutually agreed to separately by the Issuer and such Debenture Trustee, and shall reimburse each Debenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by such Debenture Trustee in writing between the Company administration or execution of its duties under this Indenture (including the reasonable and the Trusteedocumented compensation and disbursements of its counsel and all other advisers and assistants not regularly in its employ), both before any default hereunder and thereafter until all duties of such Debenture Trustee under this Indenture shall be finally and fully performed. The No Debenture Trustee’s compensation shall not be limited by any law on compensation of a trustee Debenture Trustee of an express trust. The Company shall reimburse the Trustee upon Any amount due under this Section 16.18 and unpaid 30 days after request for all reasonable out-of-pocket expenses Incurred or made by it, including costs such payment shall bear interest from the expiration of collection, in addition such 30 days at a rate per annum equal to the compensation for its services. Such expenses shall include then current rate charged by the reasonable compensation and expensesapplicable Debenture Trustee from time to time, disbursements and advances of the Trustee’s agents, counsel, accountants and expertspayable on demand. The Company and the Guarantors, jointly and severally, Issuer shall indemnify the Trustee or any predecessor Trustee and their agrees to hold each Debenture Trustee, its directors, officers, officers and employees harmless from and agents against any and all losstaxes, liabilitycharges, claimcosts, damage expenses, damages, claims, demands and liabilities to which they, or expense (any of them, may become subject, including reasonable attorneys’ fees legal and expenses and including taxes (other than taxes based uponaccounting costs, measured by for or determined by the income in respect of the Trustee)) Incurred by anything done or omitted to be done in connection with this Indenture, except such as may arise from the acceptance negligence, wilful misconduct or administration lack of good faith of such Debenture Trustee, its directors, officers and employees or the material breach of any term of this trust Indenture by such Debenture Trustee, its directors, officers and employees, such indemnification to survive the resignation or removal of such Debenture Trustee and the performance termination of its duties hereunder, including the costs and expenses of enforcing this Indenture or Guarantee against the Company or any Guarantor (including this Section 7.07) and defending itself against or investigating any claim (whether asserted by the Company, any Guarantor, any holder or any other Person)Indenture. The obligation to pay such amounts shall survive the payment in full or defeasance of the Notes or the removal or resignation of the Trustee. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified parties may have separate counsel and the Company and such Guarantor, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no actual or potential conflict of interest between the Company and the Guarantors, as applicable, and such parties in connection with such defense. The Company Issuer need not reimburse any expense or indemnify against any lossloss or liability incurred by any Debenture Trustee through gross negligence, liability or expense Incurred by an indemnified party through such party’s own willful wilful misconduct, negligence violation of law, or bad faith. To secure the Company’s 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 other than money or property held in trust to pay principal of and interest on particular Notes. The Company’s and the Guarantors’ payment obligations pursuant to this Section 7.07 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 under applicable law, when the Trustee Incurs expenses after the occurrence of a Default specified in Section 6.01(f) or (g) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise Incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.