Common use of Compensation and Indemnification Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto to be agreed upon between the Company and the Warrant Agent for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent without negligence, bad faith or willful misconduct or breach of this Agreement on its part in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by arising out of or in connection with its acting as the Warrant Agent hereunder, including as well as the reasonable costs and expenses of defending against any claim of such liability. In addition, from time to time, Company may provide the Warrant Agent with instructions concerning the services performed by the Warrant Agent hereunder. In addition, at any time Warrant Agent may apply to any officer of Company for instruction, and may consult with legal counsel for Company with respect to any matter arising in connection with the services to be performed by the Warrant Agent under this Agreement. The Warrant Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company for any action taken or omitted by the Warrant Agent in reliance upon any Company instructions or upon the advice or opinion of such counsel. The Warrant Agent shall not be under no obligation held to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages have notice of any kind whatsoeverchange of authority of any person, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised until receipt of the possibility written notice thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the from Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto to be agreed upon between the Company and the Warrant Agent for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent without gross negligence, bad faith or willful misconduct or breach of this Agreement on its part in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by arising out of or in connection with its acting as the Warrant Agent hereunder, including as well as the reasonable costs and expenses of defending against any claim of such liability. In addition, from time to time, Company may provide the Warrant Agent with instructions concerning the services performed by the Warrant Agent hereunder. In addition, at any time Warrant Agent may apply to any officer of Company for instruction, and may consult with legal counsel for Company with respect to any matter arising in connection with the services to be performed by the Warrant Agent under this Agreement. The Warrant Agent and its agents and subcontractors shall not be liable and shall be indemnified by Company for any action taken or omitted by the Warrant Agent in reliance upon any Company instructions or upon the advice or opinion of such counsel. The Warrant Agent shall not be under no obligation held to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages have notice of any kind whatsoeverchange of authority of any person, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised until receipt of the possibility written notice thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the from Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 D hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including including, but not limited limited, to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a11(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

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

Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a15(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunder.

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

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

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

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

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

Compensation and Indemnification. (A) The Company agrees promptly Trustee, the Tender Agent, the Paying Agent and the Bond Registrar shall be entitled to pay compensation as agreed to in writing from time to time between the Warrant Trustee (or the Tender Agent, the Paying Agent or the compensation detailed on Exhibit 4 hereto Bond Registrar, as the case may be) and the Borrower for all services rendered by them in the Warrant execution of the trusts created and in the exercise and performance of any of the powers and duties hereunder of the Trustee, the Tender Agent, the Paying Agent or the Bond Registrar, as the case may be, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, and to the Borrower shall pay or reimburse the Warrant Trustee, the Tender Agent, the Paying Agent or the Bond Registrar, as the case may be, upon its request for reasonable out-of-pocket expenses out‑of‑pocket expenses, disbursements and advances incurred or made by the Trustee, the Tender Agent, the Paying Agent or the Bond Registrar, as the case may be, in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel feesand of all persons not regularly in its employ) incurred without gross except any such expense, disbursement or advance determined to have been caused by its own negligence or willful misconduct finally adjudicated to have been directly caused misconduct. If any property, other than cash, shall at any time be held by the Warrant Trustee, the Tender Agent, the Paying Agent in connection with or the services rendered hereunder Bond Registrar, as the case may be, subject to this Indenture, or any Supplemental Indenture, as security for the Bonds, the Trustee, the Tender Agent, the Paying Agent or the Bond Registrar, as the case may be, if and to the extent authorized by a receivership, bankruptcy or other court of competent jurisdiction or by the Warrant Agentinstrument subjecting such property to the provisions of this Indenture as such security for the Bonds shall be entitled to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company Borrower has also agrees agreed in the Loan Agreement to indemnify the Warrant Trustee, the Tender Agent, the Paying Agent or the Bond Registrar, as the case may be, for, and to hold it harmless against, any loss, liability liability, claim, damage, judgments or expense incurred or made without gross negligence, negligence or willful misconduct on the part of the Warrant Trustee, the Tender Agent, finally adjudicated to have been directly caused by Warrant the Paying Agent hereunderor the Bond Registrar, as the case may be, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim of such liabilityliability in the premises (including reasonable attorneys’ fees and expenses). Notwithstanding the foregoing, the Trustee shall make timely payments of principal of and interest on the Bonds with moneys on deposit in the Bond Fund as provided herein, shall make timely draws on a Letter of Credit as provided herein and shall accelerate the payment of principal on the Bonds when required by this Indenture without seeking any prior indemnification from the Borrower or any Bondholder. The Warrant rights of the Trustee, the Tender Agent, the Paying Agent and the Bond Registrar to compensation for their services and to payment or reimbursement for expenses, disbursements, liabilities and advances shall be have priority over the Bonds in respect of all property and funds held or collected by the Trustee as such, except for moneys held in the Rebate Fund, proceeds of a drawing under no obligation the Letter of Credit or held in the Letter of Credit Account, Available Moneys, moneys being aged to institute become Available Moneys, remarketing proceeds, and other funds held in trust by the Trustee or defend any actionthe Tender Agent, suitas the case may be, for the benefit of the Holders of particular Bonds, including, without limitation, (i) moneys or legal proceeding in connection herewith securities held pursuant to Article X hereof; and (ii) moneys or to take any other action likely to involve securities held for the Warrant Agent in expense, unless first indemnified payment of Bonds upon maturity or redemption and prior to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge presentation of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed to the Warrant Agent by the Company hereunderBonds.

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

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

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

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

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

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

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

Compensation and Indemnification. For services performed under this Indenture the Trustee shall be paid at the rate per annum set forth in Part II of the Reference Trust Agreement which shall be computed on the basis of the greatest number of Units of the Trust outstanding at any time during the period with respect to which such compensation is being computed. The Company agrees promptly Trustee may from time to pay time adjust its compensation as set forth above provided that the Warrant Agent total adjustment upward does not, at the compensation detailed on Exhibit 4 hereto time of such adjustment, exceed the percentage of the total increase, after the date hereof, in consumer prices for all services rendered as measured by the Warrant Agent and United States Department of Labor Consumer Price Index entitled “All Services Less Rent,” or, if such index shall cease to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused be published, then as measured by the Warrant Agent available index most nearly comparable to such index. The consent or concurrence of any Unitholder hereunder shall not be required for any such adjustment or increase, however, the consent of the Depositor shall be required. Such compensation shall be charged by the Trustee against the Income and Principal Accounts at the time provided in Section 3.5 provided, however, that such compensation shall be deemed to provide only for the usual normal and recurring functions undertaken as Trustee pursuant to this Indenture. The Trustee shall charge the Income and Principal Accounts at such times as shall be convenient in its administration of the Trust any and all expenses, including, but not limited to the fees of counsel which may be retained by the Trustee in connection with the its activities hereunder, and disbursements incurred hereunder and any extraordinary services rendered hereunder performed by the Warrant AgentTrustee hereunder. The Company also agrees Trustee shall be indemnified and held harmless against any loss or liability accruing to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part its part, arising out of the Warrant Agent, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive acceptance or consequential losses or damages administration of any kind whatsoeverthis trust, including but not limited the costs and expenses (including counsel fees) of defending itself against any claim of liability in the premises. If the cash balances in the Income and Principal Accounts shall be insufficient to lost profits, whether or not foreseeable, even if the Warrant Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability provide for amounts payable pursuant to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other term or provision of this Agreement6.4, whether in contract, tort, or otherwise, is expressly limited to, and the Trustee shall not exceed in any circumstances, one have the power to sell (1) year’s fees received Securities from the current list of Securities designated to be sold pursuant to Section 5.2 hereof, or (2) if no such Securities have been so designated, such Securities as the Trustee may see fit to sell in its own discretion, and to apply the proceeds of any such sale in payment of the amounts payable pursuant to this Section 6.4. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by the Warrant Agent as fees and charges under reason of any sale of Securities made pursuant to this Agreement, but not including reimbursable expenses previously reimbursed Section 6.4. Any moneys payable to the Warrant Agent Trustee pursuant to this section shall be secured by a lien on the Company hereunderTrust prior to the interests of the Unitholders.

Compensation and Indemnification. The Company Issuer agrees promptly to pay to the Warrant Fiscal Agent such reasonable fees for its services as shall be agreed from time to time between the compensation detailed on Exhibit 4 hereto for all services rendered by Fiscal Agent and the Warrant Agent Issuer, and to reimburse the Warrant Fiscal Agent for its reasonable out-of-pocket costs, expenses (including reasonable counsel fees) legal fees and expenses), disbursements and advances, if any, incurred without or made in accordance with any provisions of this Agreement, its administration of the terms hereof, performance of its duties hereunder or exercise an enforcement of the terms hereof (in each case whether acting as fiscal agent, paying agent, registrar or otherwise hereunder), except any such expense, cost, disbursement or advance as may be attributable to the Fiscal Agent's gross negligence negligence, bad faith or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agentmisconduct. The Company also Issuer agrees to indemnify and hold harmless the Warrant Agent forFiscal Agent, its directors, officers, employees and agents (each, an "Indemnified Party", and to hold it harmless againstcollectively, the "Indemnified Parties") from and against any lossand all liabilities, liability or expense incurred without gross negligencedamages, or willful misconduct on the part of the Warrant Agentlosses, finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses (including reasonable legal fees and expenses) relating to or arising out of defending against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable under or in connection with the Agreement for indirectFiscal Agent's appointment hereunder, specialor its Agreements (in each case whether acting as fiscal agent, incidentalpaying agent, punitive registrar or consequential losses otherwise hereunder), except to the extent caused by the gross negligence, bad faith or damages willful misconduct of any kind whatsoeversuch Indemnified Party. The foregoing indemnity includes, including but is not limited to, any action taken or omitted in good faith within the scope of this Agreement upon telephone, facsimile or other electronically transmitted instructions, if authorized herein, received from or reasonably believed by the Fiscal Agent, acting in good faith, to lost profitshave been given by, whether or not foreseeable, even if the Warrant Agent has been advised an Authorized Representative. The obligations of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s aggregate liability Issuer pursuant to the Company, or any of the Company’s representatives or agents, under this Section 14(a) shall survive the satisfaction or under any other term or provision termination of this Agreement, whether in contract, tort, and the resignation or otherwise, is expressly limited to, and shall not exceed in any circumstances, one (1) year’s fees received by removal of the Warrant Fiscal Agent as fees and charges under this Agreement, but not including reimbursable expenses previously reimbursed pursuant to the Warrant Agent by the Company hereunderSection 22.

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

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

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

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

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

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