Common use of Compensation and Indemnity Clause in Contracts

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

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such reasonable compensation as the Issuers and the Trustee shall from time to time may agree in writing for its the Trustee’s acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Guarantors shall indemnify each of the Trustee or any predecessor Trustee Trustee, jointly and its agents forseverally, and hold them harmless against, against any and all losslosses, damage, claims including taxes (other than taxes based upon, measured by liabilities or determined by the income of the Trustee), liability or expense expenses incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, it arising out of or in connection with the acceptance or administration of its duties under this Indenture Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending themselves itself against or investigating any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of the Trustee’s rights, its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Issuers and the Guarantors promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Trustee to provide such notice so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations in this Section 8.07hereunder. The Issuers may, at and the request of the Trustee, Guarantors shall defend the claim and the Trustee shall cooperate in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel; provided, however, provided that the Issuers shall and the Guarantors will not be required to pay such fees and expenses if the Issuers they assume the Trustee’s defense with counsel acceptable to and approved by the Trustee (such approval not to be unreasonably withheld) and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trusteedefense. The Issuers and the Guarantors need not pay for any settlement made without their written consent, which consent (which shall not be unreasonably withheld). The Neither the Issuers nor the Guarantors need not reimburse the Trustee for any expense or indemnify indemnity against any liability or loss or liability of the Trustee to the extent incurred by such expense, liability or loss is attributable to the Trustee through its negligence, bad faith or willful misconductmisconduct of the Trustee. Notwithstanding anything to The obligations of the contrary in Issuers and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture, to . To secure the Issuers’ and the Guarantors’ payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(86.01(i) or 7.01(9(j) hereof occurs, such the expenses and the compensation for such the services shall be paid (including the fees and expenses of its agents and counsel) are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, The Trustee shall comply with the foregoing provisions of this Section 8.07 shall survive TIA § 313(b)(2) to the satisfaction and discharge of this Indenture or the appointment of a successor Trusteeextent applicable.

Compensation and Indemnity. (a) The Issuers Issuer shall, or shall cause the Administrator to, pay to the Indenture Trustee from time to time such reasonable compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunderpursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall, or shall cause the Administrator to, reimburse the Indenture Trustee upon request for all reasonable disbursementsand extraordinary out-of-pocket expenses, expenses disbursements and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses (including extraordinary out-of-pocket expenses), disbursements and advances of the Indenture Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers Issuer shall, or shall cause the Administrator to, indemnify each of and hold harmless the Trustee or any predecessor Indenture Trustee and its officers, directors, employees, representatives and agents for, and hold them harmless against, against any and all loss, damageliability, claims including taxes tax (other than taxes based upon, measured by or determined by on the income of the Indenture Trustee), liability ) or expense (including attorneys’ fees and the fees of agents and experts) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them except for such actions to the extent caused by any negligencewithout willful misconduct, negligence or bad faith or willful misconduct (as determined by an order from a court of competent jurisdiction) on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by this Indenture Indenture, including the reasonable costs and expenses of defending themselves against or investigating any claim claim, loss, damage or liability in connection with the exercise or performance of any of the Trustee’s rights, their powers or duties under this Indenture or under any of the other Basic Documents, including any legal fees or expenses incurred by the Indenture Trustee in connection with the enforcement of the Issuer’s indemnification or other obligations hereunder. The Indenture Trustee shall notify the Issuers Issuer and the Administrator promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Indenture Trustee to provide such notice so notify the Issuer and the Administrator shall not relieve the Issuers Issuer or the Administrator of their its obligations in this Section 8.07hereunder. The Issuers may, at Issuer shall cause the request of the TrusteeAdministrator to, defend the claim any such claim, and the Indenture Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall, or shall cause the Administrator to, pay the reasonable fees and expenses of such counsel; provided, however, that . Neither the Issuers shall not be required to pay such fees and expenses if Issuer nor the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Administrator need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Indenture Trustee through its negligencethe Indenture Trustee’s own willful misconduct, negligence or bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to secure the Issuers’ payment obligations in this Section 8.07, the Trustee shall have (as determined by an order from a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(8) or 7.01(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions court of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trusteecompetent jurisdiction).

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture trust including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunder. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity. The Issuer may, provided that failure subject to provide such notice the approval of the Trustee (which approval shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of the Trusteebe unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall Issuer will not be required to pay such fees and expenses if if, subject to the Issuers assume approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuers Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent (which shall not be unreasonably withheld)consent. The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(86.01(7) or 7.01(96.01(8) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the Issuers and the Trustee parties shall agree in writing from time to time agree in writing for its services hereundertime. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable and documented out-of-pocket disbursements, expenses and advances (including reasonable fees and expenses of counsel) properly incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconductit. Such expenses shall include the reasonable fees and documented compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers Issuer and the Guarantors, jointly and severally, shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them the Trustee harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)claims, liability or expense (including reasonable attorneys’ fees and expenses) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or it in connection with the acceptance or administration of this Indenture trust and the performance of its duties hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending themselves itself against or investigating any claim whether asserted by any Holder, the Issuer or any Guarantor, or any other Person or liability in connection with the acceptance, exercise or performance of any of the Trustee’s rights, its powers or duties hereunder) (but excluding taxes imposed on such persons in connection with compensation for such administration or performance). The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Trustee to provide such notice so notify the Issuer shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder. The Issuers may, at the request of the Trustee, Issuer shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer’s expense in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall Trustee may only employ separate counsel at the expense of the Issuer if (a) the Issuer has not be required to pay such fees and expenses if the Issuers assume otherwise assumed the Trustee’s defense and there is no or (b) in the judgment of the Trustee, (i) a conflict of interest between the Issuers and exists by reason of common representation or (ii) there are legal defenses available to the Trustee and its agents subject that are different from or are in addition to those available to the claim in connection with such defense as reasonably determined by Issuer. Neither the Trustee. The Issuers need not pay for Issuer nor any settlement made without their written consent (which Guarantor shall not be unreasonably withheld). The Issuers need not required to reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence. Neither the Issuer nor any Guarantor shall be required to pay for any settlement made without its negligenceconsent, bad faith which consent shall not be unreasonably withheld. In no event shall the Issuer or willful misconductany Guarantor be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Issuer or any Guarantor has been advised of the likelihood of such loss or damage and regardless of the form of action. Notwithstanding anything to The obligations of the contrary in Issuer under this Indenture, to Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee. To secure the Issuers’ payment obligations of the Issuer and the Guarantors in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trustee, except for money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(86.01(6) or 7.01(9(7) hereof occurs, such the expenses and the compensation for such the services shall be paid (including the reasonable fees and expenses of its agents and counsel) are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Company shall pay to the Trustee from time to time such reasonable compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunderservices. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Company shall reimburse the Trustee promptly following receipt of written request therefor upon request for all reasonable disbursements, and documented out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the compensation and reasonable fees and expenses documented out-of-pocket expenses, disbursements and advances of the Trustee’s agents agents, counsel (limited to one law firm and one local counsel), accountants and experts. The Issuers and each Guarantor, jointly and severally, shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, against any and all loss, damageliability, claims including taxes (other than taxes based uponclaim, measured by or determined by the income of the Trustee), liability damage or expense (including reasonable attorneys’ fees and expenses) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture trust and the performance of its duties hereunder, including the reasonable costs and expenses of enforcing this Indenture or Guarantee against the Issuers or a Guarantor (including this Section 7.07) and defending themselves itself against or investigating any claim (whether asserted by any Issuer, any Guarantor, any Holder or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunderother Person). The Trustee shall notify the Issuers promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnityindemnity promptly upon obtaining actual knowledge thereof; provided, provided however, that any failure so to provide such notice notify the Issuers shall not relieve the Issuers any Issuer or any Guarantor of their its indemnity obligations in this Section 8.07hereunder. The Issuers may, at the request of the Trustee, shall defend the claim and the Trustee indemnified party shall cooperate provide reasonable good faith cooperation at the Issuers’ reasonable expense in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers and the Guarantors, as applicable, shall pay the reasonable fees and reasonable and documented out-of-pocket expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers they assume the Trustee’s defense and and, in the reasonable judgment of outside counsel to the Trustee, there is no actual or potential legal conflict of interest between the Issuers and the Guarantors, on the one hand, and the Trustee and its agents subject to on the claim other hand, in connection with such defense as reasonably determined by defense. Neither the Trustee. The Issuers need not pay for any settlement made without their written consent (which nor the Guarantors shall not be unreasonably withheld). The Issuers need not required to reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense (a) incurred by an indemnified party through such party’s own willful misconduct, negligence or bad faith, or (b) if it is the result of the settlement of a claim for which indemnification may be sought hereunder and the Trustee through its negligence, bad faith or willful misconductshall have settled such claim without the Issuers’ consent (such consent not to be unreasonably withheld). Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ and the Guarantors’ payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes against Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. When The Issuers’ and the Guarantors’ payment obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after the occurrence of a Default specified in Section 7.01(86.01(g) or 7.01(9(h) occurs, such expenses and the compensation for such services shall be paid with respect to the extent allowed Issuers, the expenses are intended to constitute expenses of administration under any the Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such reasonable compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunderas agreed upon in writing by the parties hereto. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursementsreasonable, documented out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses reasonable, documented out-of-pocket expenses, disbursements and advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, against any and all loss, liability, claim, damage, claims penalty, action, suit, cost and expense (including reasonable attorneys’ fees and out-of-pocket expenses and taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense ) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with this Indenture including the reasonable costs and expenses of defending themselves against or investigating any claim or liability it in connection with the exercise acceptance or performance administration of the trust hereunder and/or the transactions contemplated under this Indenture and the Trustee shall have no liability or responsibility for any action or inaction on the part of any of the Trustee’s rightsPaying Agent, powers Registrar, Authentication Agent or duties hereunderany successor trustee. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Trustee to provide such notice so notify the Issuer shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder except to the extent that the Issuer shall have been actually prejudiced as a result of such failure. The Issuers may, at the request of the Trustee, Issuer shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer’s expense in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers Issuer shall not be required to pay such fees and expenses if the Issuers assume it assumes the Trustee’s defense and and, in the Trustee’s reasonable judgment, there is no actual or potential conflict of interest between the Issuers Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trusteedefense. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers Issuer need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Trustee through its the Trustee’s own willful misconduct or negligence. The Issuer need not pay for any settlement made by the Trustee without the Issuer’s consent, bad faith or willful misconductsuch consent not to be unreasonably withheld. Notwithstanding anything All indemnifications and releases from liability granted hereunder to the contrary in this IndentureTrustee shall extend to its officers, to directors, employees, agents, successors and assigns. To secure the Issuers’ Issuer’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trustee, except Trustee other than money or property held in trust to pay principal of and interest on particular Notes. The Issuer’s payment obligations pursuant to this Section shall survive the resignation or removal of the Trustee and the discharge of this Indenture. When the Trustee incurs expenses or renders services after the occurrence of a Default specified in Section 7.01(8Sections 6.01(g) or 7.01(96.01(h) occurs, such expenses and the compensation for such services shall be paid with respect to the extent allowed Issuer, the expenses are intended to constitute expenses of administration under any the Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing The provisions of this Section 8.07 7.07 shall survive the satisfaction and discharge or termination, for any reason, of this Indenture and the resignation or removal of the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture trust including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunder. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity. The Issuer may, provided that failure subject to provide such notice the approval of the Trustee (which approval shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of the Trusteebe unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall Issuer will not be required to pay such fees and expenses if if, subject to the Issuers assume approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuers Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent (which shall not be unreasonably withheld)consent. The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(86.01(6) or 7.01(96.01(7) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer and the Guarantors shall pay to the Trustee and Agents from time to time such reasonable compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunder. The Trustee’s hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). Compensation of the Trustee in accordance with its established fee schedule, as it may be amended from time to time, shall be deemed reasonable compensation to the Trustee for its services. The Issuers Issuer and the Guarantors shall reimburse the Trustee and Agents upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for connection with its servicesduties under this Indenture, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include including the reasonable fees compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers Issuer and the Guarantors shall indemnify each of the Trustee or and any predecessor Trustee and its agents for, and hold each of them harmless against, any and all loss, damage, claims claim, liability or expense, including without limitation taxes (other than taxes based upon, measured by or determined by on the income of the Trustee), liability Trustee or expense such Agent) and reasonable attorneys’ fees and expenses incurred by each of them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or performance of its duties under this Indenture including the reasonable costs and expenses of defending themselves itself against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, its powers or duties hereunderhereunder (including, without limitation, settlement costs). The Trustee or Agent shall notify the Issuers Issuer and the Guarantors in writing promptly of any claim asserted against the Trustee or any of its agents Agent for which it may seek indemnity. However, provided that the failure by the Trustee or Agent to provide such notice so notify the Issuer and the Guarantors shall not relieve the Issuers Issuer and Guarantors of their obligations in this Section 8.07. The Issuers may, at hereunder except to the request of extent the Trustee, defend the claim Issuer and the Trustee shall cooperate in Guarantors are prejudiced thereby. Notwithstanding the defense; provided that foregoing, the Trustee and its agents subject to the claim may have separate counsel Issuer and the Issuers shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers Guarantors need not reimburse the Trustee for any expense or indemnify it against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to extent resulting from its negligence or bad faith. To secure the Issuers’ payment obligations of the Issuer and the Guarantors in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trustee, Trustee except such money or property held in trust to pay principal of and interest on particular Notes. The obligations of the Issuer and the Guarantors under this Section 7.07 to compensate and indemnify the Trustee, Agents and each predecessor Trustee and to pay or reimburse the Trustee, Agents and each predecessor Trustee for expenses, disbursements and advances shall be joint and several liabilities of the Issuer and each of the Guarantors and shall survive the resignation or removal of the Trustee and the satisfaction, discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(86.01(7) or 7.01(9) (8) occurs, such the expenses and the compensation for such the services shall be paid are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions For purposes of this Section 8.07 7.07, the term “Trustee” shall survive the satisfaction and discharge of include any trustee appointed pursuant to this Indenture or the appointment of a successor TrusteeArticle Seven.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee shall from time to time agree be agreed in writing for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall pay or reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it the Trustee in accordance with any of the provisions hereof or any other documents executed in connection herewith including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation, disbursements, charges, advances and expenses of the Trustee’s agents and counselcounsel and of all persons not regularly in its employ. The Issuers Issuer shall indemnify each of indemnify, defend and hold harmless the Trustee or any predecessor Trustee and its agents forofficers, directors, employees, representatives and hold them harmless againstagents, from and against and reimburse the Trustee for any and all lossclaims, damageobligations, losses, liabilities, expenses (including attorneys’ fees and expenses), damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments of whatever kind or nature regardless of their merit, demanded, asserted, claimed or incurred by or against the Trustee directly or indirectly relating to, or arising from, claims against the Trustee by reason of its participation in the transactions contemplated hereby, including taxes without limitation, the costs and expenses of enforcing this Indenture against the Issuer (other than taxes based uponincluding this Section 7.05) and all reasonable costs required to be associated with claims for damages to persons or property, measured by or determined by the income of the Trustee)and reasonable attorneys’ and consultants’ fees and expenses and court costs, liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith the Trustee gross negligence or willful misconduct on their part, arising out of or in connection with this Indenture including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereundermisconduct. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Trustee to provide such notice so notify the Issuer shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder. The Issuers mayIssuer shall, at the request sole discretion of the Trustee, defend the claim and the Trustee shall may cooperate and may participate at the Issuer’s expense in the such defense; provided that . Alternatively, the Trustee and may at its agents subject to the claim may option have separate counsel of its own choosing and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their written its consent, which consent (which shall may not be unreasonably withheld)withheld or delayed. The Issuers need Issuer shall not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Trustee through its negligence, bad faith the Trustee’s own willful misconduct or willful misconductgross negligence conclusively determined by a court of competent jurisdiction not subject to appeal. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations in this Section 8.077.05, the Trustee shall have a Lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(8) or 7.01(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 Such Lien shall survive the satisfaction and discharge of all Notes under this Indenture or Indenture. When the appointment Trustee incurs expenses after the occurrence of a successor Default specified in Section 6.01(a)(ix) with respect to the Issuer or any Restricted Subsidiary, the expenses are intended to constitute expenses of administration under Bankruptcy Law. The Issuer’s obligations under this Section 7.05 and any claim or Lien arising hereunder shall survive the resignation or removal of any Trustee, the satisfaction and discharge of the Issuer’s obligations pursuant to Article Eight and any rejection or termination under any Bankruptcy Law, and the termination of this Indenture.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee for its services hereunder which compensation shall be agreed to from time to time agree in writing for its services hereunderby the Issuer and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon written request for all reasonable and documented out-of-pocket disbursements, expenses and advances (including reasonable and documented fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and documented compensation, disbursements and expenses of the Trustee’s agents agents, accountants, experts and counsel. The Issuers Issuer and the Company, jointly and severally, shall indemnify each of the Trustee or any predecessor Trustee and its agents agents, employees, officers, stockholders and directors for, and hold them harmless against, any and all loss, damageliability or expense, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture trust including the reasonable costs and expenses of defending themselves against or investigating any claim (whether asserted by a Holder, the Issuer, the Company or any other Person) or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunderhereunder and the enforcement of this Indenture (including this Section). The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents agents, employees, officers, stockholders and directors for which it may seek indemnity, provided that failure to provide such notice shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of the Trustee, Issuer shall defend the claim and the Trustee shall cooperate and may participate in the defense; provided that any settlement of a claim shall be approved in writing by the Trustee. Alternatively, the Trustee and may at its agents subject to the claim may option have separate counsel of its own choosing and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall Issuer will not be required to pay such fees and expenses if the Issuers assume it assumes the Trustee’s defense and there is no conflict of interest between the Issuers Issuer and the Trustee and its agents agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent (which shall not be unreasonably withheld)consent. The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconductmisconduct as determined by a final non-appealable judgement of a court of competent jurisdiction. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations Obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes Securities against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(8clause (f) or 7.01(9(g) of Section 6.01 occurs, such the expenses and the compensation for such the services shall be paid to the extent allowed allowable under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, The Issuer’s and the foregoing provisions of Company’s Obligations under this Section 8.07 7.07 and any claim arising hereunder shall survive the satisfaction and resignation or removal of any Trustee, the discharge of this Indenture the Issuer’s Obligations pursuant to Article 8 and any rejection or the appointment of a successor Trusteetermination under any Bankruptcy Law.

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

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such reasonable compensation for its acceptance of this Indenture and services hereunder as the Issuers and the Trustee shall from time to time agree in writing for its services hereunderwriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee upon request for all reasonable disbursements, out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Securityholders, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, against any and all loss, damageliability, damages, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense (including reasonable attorneys’ fees and expenses) incurred by them except for such actions to the extent caused by any negligence, bad faith it without negligence or willful misconduct on their part, arising out of or its part in connection with the administration of this Indenture trust and the performance of its duties hereunder, including the reasonable costs and expenses of enforcing this Indenture (including this Section 7.7) and of defending themselves itself against any claims (whether asserted by any Securityholder, the Issuers or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunderotherwise). The Trustee shall notify the Issuers promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Trustee to provide such notice so notify the Issuers shall not relieve the Issuers of their obligations in this Section 8.07hereunder. The Issuers may, at the request of the Trustee, shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuers’ expense in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel; provided, however, counsel provided that the Issuers shall not be required to pay such fees and expenses if the Issuers assume it assumes the Trustee’s defense and defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trusteedefense. The Issuers need shall not be under any obligation to pay for any written settlement made without their written its consent, which consent (which shall not be unreasonably delayed, conditioned or withheld). The Issuers need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Trustee through its the Trustee’s own willful misconduct or negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes against Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. The Issuers’ payment obligations pursuant to this Section shall survive the discharge of this Indenture. When the Trustee incurs expenses or renders services after the occurrence of a Default specified in clause (7) of Section 7.01(8) or 7.01(9) occurs, such expenses and the compensation for such services shall be paid 6.1 with respect to the extent allowed Company, the expenses are intended to constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, any and all loss, damage, claims (including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture trust (including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunder), except in each of the foregoing cases to the extent caused by any negligence, bad faith or willful misconduct on their part. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity. The Issuer may, provided that failure subject to provide such notice the approval of the Trustee (which approval shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of the Trusteebe unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall Issuer will not be required to pay such fees and expenses if if, subject to the Issuers assume approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuers Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent (which shall not be unreasonably withheld)consent. The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to secure the Issuers’ payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(86.01(5) or 7.01(9Section 6.01(6) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee and Agents from time to time such compensation as the Issuers Issuer and the Trustee or Agent, as applicable, shall from time to time agree in writing for its acceptance of this Indenture and services hereunder. The Trustee’s and the Agents’ compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee and Agents upon request for all reasonable and duly documented and invoiced disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its their services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s or any Agent’s negligence, willful misconduct or bad faith or willful misconductfaith. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s and Agents’ accountants, experts and counsel and any taxes or other expenses incurred by a trust created pursuant to Section 8.4 hereof. The Issuer agrees to pay the fees and expenses of the Trustee’s agents legal counsel in connection with its review, preparation and counseldelivery of this Indenture and related documentation. The Issuers Issuer shall indemnify each of the Trustee or Trustee, any predecessor Trustee and its agents the Agents (which, for purposes of this paragraph, include such Trustee’s and Agents’ officers, directors, employees and agents) for, and hold them harmless against, any and all loss, damage, claims claim, proceedings, demands, costs, expense or liability including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee), liability or expense ) incurred by them except for such actions to the extent caused by any negligence, bad faith Trustee or an Agent without negligence or willful misconduct on their part, arising out of or its part in connection with acceptance of administration of this Indenture trust and performance of any provisions under this Indenture, including the reasonable costs expenses and attorneys’ fees and expenses of defending themselves itself against or investigating any claim or of liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties arising hereunder. The Trustee and the Agents shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents such Agent for which it may seek indemnity. However, provided that the failure by the Trustee or the Agent to provide such notice so notify the Issuer shall not relieve the Issuers Issuer of their its obligations in this hereunder. Subject to Section 8.077.1(b), the Issuer need not reimburse or indemnify against any loss liability or expense incurred by the Trustee through its own willful misconduct or negligence. The Issuers may, at the request of the Trustee, Issuer shall defend the claim and the Trustee or such Agent shall cooperate in the defense; provided that the Trustee defense (and may employ its agents subject own counsel reasonably satisfactory to the claim Trustee) at the Issuer’s expense. The Trustee or such Agent may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations in this Section 8.077.7, the Trustee and the Agents shall have a senior Lien prior to the Notes against all money or property held or collected by the TrusteeTrustee and the Agents, in its capacity as TrusteeTrustee or Agent, except money or property held in trust to pay principal or premium, if any, and Additional Amounts, if any, or interest on particular Notes. When the Trustee or an Agent incurs expenses or renders services after a the occurrence of an Event of Default specified in clause (7) of Section 7.01(86.1, the expenses (including the reasonable fees and expenses of its agents and counsel) or 7.01(9) occurs, such expenses and the compensation for such the services shall be paid preferred over the status of the Holders in a proceeding under any Bankruptcy Law and are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding The Issuer’s obligations under this Section 7.7 and any other provision claim or Lien arising hereunder shall survive the termination of this Indenture, the resignation or removal of any Trustee or Agent, the discharge of the Issuer’s obligations pursuant to Article VIII and any rejection or termination under any Bankruptcy Law. Save as otherwise expressly provided in this Indenture, the foregoing provisions Trustee shall have absolute and uncontrolled discretion as to the exercise of the discretion vested in the Trustee by this Section 8.07 Indenture but, whenever the Trustee is bound to act under this Indenture at the request or direction of the Holders of Notes, the Trustee shall survive the nevertheless not be so bound unless first indemnified to its satisfaction against all proceedings, claims and discharge demands to which it may render itself liable and all costs, charges, expenses and liabilities which it may incur by so doing. Whether or not therein expressly so provided, every provision of this Indenture or that in any way relates to the appointment Trustee, is subject to this Section 7.7. The Company shall be jointly and severally liable with the Issuer for all of a successor Trusteethe Issuer’s obligations pursuant to this Section 7.7.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such reasonable compensation for its services hereunder as the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunderwriting. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the Trustee’s agents 's agents, counsel, accountants and counselexperts. The Issuers Issuer shall fully indemnify each of the Trustee or and any predecessor Trustee and its agents for, and hold them harmless against, against any and all loss, damageliability, claims including taxes (other than taxes based uponclaim, measured by or determined by the income of the Trustee), liability damage or expense (including reasonable attorneys' fees) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the administration of this Indenture including trust and the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or its duties hereunder. The Trustee shall notify the Issuers promptly Issuer of any claim asserted against the Trustee or any of its agents for which it may seek indemnityindemnity promptly upon obtaining actual knowledge thereof; provided, provided however, that any failure so to provide such notice notify the Issuer shall not relieve the Issuers Issuer or any Pledgor and Guarantor of their its indemnity obligations in this Section 8.07hereunder. The Issuers may, at the request of the Trustee, Issuer shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer's expense in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers Issuer shall not be required to pay such fees and expenses if the Issuers assume it assumes the Trustee’s 's defense and and, in the reasonable judgment of the Trustee's outside counsel, there is no conflict of interest between the Issuers Issuer, on the one hand, and the Trustee and its agents subject to Trustee, on the claim other hand, in connection with such defense as reasonably determined by the Trusteedefense. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers Issuer need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Trustee through as determined by a court of competent jurisdiction to have been caused by its negligence, bad faith or own willful misconduct, negligence or bad faith. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer's payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trustee, except Trustee other than money or property held in trust to pay principal of and interest on particular Notes. When The Issuer's payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after the occurrence of a Default specified in Section 7.01(87.01(g) or 7.01(9(h) occurs, such expenses and the compensation for such services shall be paid with respect to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this IndentureIssuer, the foregoing provisions expenses are intended to constitute expenses of this Section 8.07 shall survive the satisfaction and discharge of this Indenture administration under applicable bankruptcy, insolvency, receivership or the appointment of a successor Trusteesimilar law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such reasonable compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunderservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconductit. Such expenses shall include the reasonable fees compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them it harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by loss or determined by the income of the Trustee), liability or expense incurred by them it except for such actions to the extent caused by any negligence, negligence or bad faith or willful misconduct on their its part, arising out of or in connection with the administration of this Indenture including the reasonable costs trust and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers its rights or duties hereunderhereunder and under the Security Instruments. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure to provide such notice . Issuer shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of the Trustee, defend the claim and the Trustee shall cooperate in the defense; provided that the . Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, provided that the Issuers shall Issuer will not be required to pay such fees and expenses if the Issuers assume the it assumes Trustee’s 's defense and there is no conflict of interest between the Issuers Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent (which shall not be unreasonably withheld)consent. The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to INDENTURE (15% Senior Subordinated) To secure the Issuers’ Issuer's payment obligations in this Section 8.076.7, the Trustee shall have a Lien lien prior to the Notes against Securities on all money or property assets held or collected by the Trustee, in its capacity as Trustee, except money or property assets held in trust to pay principal and of, premium, if any, or interest on particular NotesSecurities. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(85.1(f) occurs or 7.01(9) occursin connection with any case or proceeding under any Bankruptcy Law, such the expenses and the compensation for such the services shall be paid are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers shall Company agrees to pay to the Trustee from time to time such compensation as the Issuers Company and the Trustee shall from time to time agree in writing for its all services hereunder. The Trustee’s rendered by it hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Issuers Company shall also reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconductit. Such expenses shall include the reasonable fees compensation, disbursements and expenses of the Trustee’s agents 's agents, accountants, experts and counsel. The Issuers Trustee shall not be under any obligation to institute any suit, or take any remedial action under this Indenture, or to enter any appearance or in any way defend any suit in which it may be a defendant, or to take any steps in the execution of the trusts created hereby or thereby or in the enforcement of any rights and powers under this Indenture, until it shall be indemnified to its reasonable satisfaction against any and all expenses, disbursements, advances and other liabilities incurred or made by the Trustee in accordance with any provisions of this Indenture, including compensation for services, costs, expenses, outlays, counsel fees and other disbursements, and against all liability not due to its own negligence or willful misconduct. The Company agrees to indemnify the Trustee (in its capacities as Trustee, Paying Agent, Registrar and Note Custodian) and each of the Trustee or any predecessor Trustee its officers, directors, attorneys-in-fact and its agents for, and hold it and each of them harmless against, any claim, demand, expense (including but not limited to reasonable compensation, disbursements and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income expenses of the Trustee's agents and counsel), loss, damage or liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their partit, arising out of or in connection with the administration of this Indenture trust and its rights or duties hereunder including the reasonable costs and expenses of defending themselves itself against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, its powers or duties hereunder. The Trustee shall notify the Issuers Company promptly of any claim asserted against the Trustee or any of its agents which a Trust Officer receives written notice for which it may seek indemnity; however, provided that unless the position of the Company is prejudiced by such failure, the failure of the Trustee to provide such notice promptly notify the Company shall not relieve the Issuers of their obligations in this Section 8.07limit its right to indemnification. The Issuers may, at the request of the Trustee, Company shall defend the claim and each such claim. The Trustee may retain separate counsel if the Trustee shall cooperate have been reasonably advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company and in the defense; provided that reasonable judgment of such counsel it is advisable for the Trustee and its agents subject to the claim may have engage separate counsel counsel, and the Issuers Company shall pay reimburse the Trustee for the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Company need not pay for any settlement made without their its written consent (which shall not be unreasonably withheld)consent. The Issuers Company need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its own negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Company's payment obligations in this Section 8.077.7, the Company and the Holders agree that the Trustee shall have a Lien lien prior to the Notes against on all money or property assets held or collected by the Trustee, in its capacity as Trustee, except money or property assets held in trust to pay principal and of, premium or interest on particular NotesNotes pursuant to Article III. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(86.1(f) or 7.01(9(g) occurs, such the expenses and the compensation for such the services shall be paid are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of The Company's obligations under this Section 8.07 7.7 and any lien arising hereunder shall survive the satisfaction and resignation or removal of the Trustee, the discharge of the Company's obligations pursuant to Article VIII of this Indenture and any rejection or the appointment termination of a successor Trusteethis Indenture under any Bankruptcy Law.

Compensation and Indemnity. The Issuers Company shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunderas has been agreed to in writing signed by the Company and Trustee. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Company shall reimburse the Trustee upon request for all reasonable disbursements, out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to connection with the compensation for performance of its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconductduties under this Indenture. Such expenses shall include the reasonable fees and expenses of the Trustee’s 's agents and counsel. The Issuers Company shall indemnify each of the Trustee (or any predecessor Trustee Trustee) and its agents agents, employees, stockholders, Affiliates and directors and officers for, and hold them harmless against, any and all loss, liability, damage, claims claim or expense (including reasonable fees and expenses of counsel), including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee), liability or expense ) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture trust including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s their rights, powers or duties hereunder. The Trustee shall notify the Issuers Company promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure to provide such notice shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of At the Trustee's sole discretion, the Company shall defend the claim and the Trustee shall cooperate and may participate in the defense; provided provided, however, that any settlement of a claim shall be approved in writing by the Trustee. Alternatively, the Trustee and may at its agents subject to the claim may option have separate counsel of its own choosing and the Issuers Company shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Company's payment obligations in this Section 8.077.7, the Trustee shall have a Lien lien prior to the Notes against on all assets or money or property held or collected by the Trustee, in its capacity as Trustee, except assets or money or property held in trust to pay principal and of or interest on particular Notes. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(86.1(vi) or 7.01(9(vii) occurs, such expenses and the compensation for such services shall be paid are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing The provisions of this Section 8.07 7.7 shall survive the satisfaction resignation or removal of the Trustee and discharge the termination of this Indenture or the appointment of a successor TrusteeIndenture.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation for its services (including, if necessary, compensation for extraordinary services) as the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunderwriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers Issuer shall indemnify each of the Trustee or and any predecessor Trustee and its agents for, and hold them harmless against, against any and all loss, liability, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability claim or expense (including attorneys’ fees and expenses) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the administration of this Indenture including and the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or its duties hereunder. The Trustee shall notify the Issuers promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure to provide such notice shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of the Trustee, defend the claim and the Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers Issuer need not reimburse any expense or indemnify against any loss loss, liability, damage, claim or liability to the extent expense incurred by the Trustee an indemnified party through its such party’s own gross negligence, willful misconduct or bad faith or willful misconductfaith. Notwithstanding anything The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly upon a Responsible Officer obtaining actual knowledge thereof; provided, however, that any failure so to notify the contrary in this Indenture, to Issuer shall not relieve the Issuer of its indemnity obligations hereunder. To secure the Issuers’ Issuer’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes against Securities of any Series on all money or property held or collected by the Trustee, in its capacity as Trustee, except Trustee other than money or property held in trust to pay the principal of and interest and any additional payments on particular Notesthe Securities of such Series. When the Trustee incurs expenses or renders services after the occurrence of a Default specified in Section 7.01(86.01(4) or 7.01(9(5) occurs, such expenses and the compensation for such services shall be paid with respect to the extent allowed Issuer, the expenses are intended to constitute expenses of administration under any the Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of The Issuer’s payment obligations pursuant to this Section 8.07 7.07 shall survive the satisfaction and or discharge of this Indenture or the appointment resignation or removal of a successor the Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation for its services as the Issuers and the Trustee shall may be agreed to from time to time agree in writing for the Trustee’s acceptance of its services hereunderduties under this Indenture. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers Issuer and each Guarantor shall jointly and severally indemnify each of the Trustee or and any predecessor Trustee Trustee, their officers, directors, employees and its agents agents, for, and hold each of them harmless against, any and all loss, damage, claims claim, liability or expense, including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee), liability or expense ) and reasonable attorneys’ fees and expenses incurred by each of them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with acceptance or performance of its duties under this Indenture including the reasonable costs and expenses of enforcing this Indenture against the Issuer (including this Section 7.07) and defending themselves itself against or investigating any claim (whether asserted by the Issuer, any Holder or any other Person) or liability in connection with the exercise or performance of any of the Trustee’s rights, its powers or duties hereunderhereunder (including settlement costs). The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Trustee to provide such notice so notify the Issuer shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder. The Issuers may, at the request of the Trustee, Issuer shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer’s expense in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers Issuer shall not be required to pay such fees and expenses if the Issuers assume it assumes the Trustee’s defense and and, in the Trustee’s reasonable judgment, there is no conflict of interest between the Issuers Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by defense, except the reasonable fees and expenses incurred in the Trustee’s determination of the absence of a conflict of interest between the Issuer and the Trustee. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers Issuer need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Trustee through its negligencethe Trustee’s own willful misconduct, negligence or bad faith or willful misconductas determined by a final order of a court of competent jurisdiction. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes against Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except Trustee other than money or property held in trust to pay principal of and interest on particular NotesSecurities. The Issuer’s obligations pursuant to this Section 7.07 shall survive the resignation or removal of the Trustee and the satisfaction, discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law. When the Trustee incurs expenses or renders services after the occurrence of a Default specified in Section 7.01(86.01(7) or 7.01(9) occurs, such expenses and the compensation for such services shall be paid (8) with respect to the extent allowed Issuer, the expenses are intended to constitute expenses of administration under any the Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. (a) The Issuers Issuer shall, or shall cause the Servicer to, pay to the Indenture Trustee from time to time such reasonable compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunderpursuant to a fee agreement between the Servicer and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall, or shall cause the Servicer to, reimburse the Indenture Trustee upon request for all reasonable disbursementsout-of-pocket expenses, expenses disbursements and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the Indenture Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers Issuer shall, or shall cause the Servicer to, indemnify each of and hold harmless the Indenture Trustee or any predecessor Trustee (and its agents forofficers, directors, employees, representatives and hold them harmless against, agents) against any and all loss, liability, damage, claims including taxes claim, tax (other than taxes based upon, measured by or determined by on the income of the Indenture Trustee), liability ) or expense (including any attorneys’ fees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them except for such actions to the extent caused by any negligencewithout willful misconduct, negligence or bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of transactions contemplated by this Indenture Indenture, including (i) the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, their powers or duties hereunderunder this Indenture or under any of the other Basic Documents and (ii) legal fees and expenses incurred in connection with any action or suit brought by the Indenture Trustee to enforce any indemnification or other obligation of the Issuer or Servicer, as applicable. The Indenture Trustee shall notify the Issuers Issuer and the Servicer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Indenture Trustee to provide such notice so notify the Issuer and the Servicer shall not relieve the Issuers Issuer or the Servicer of their its obligations in this Section 8.07hereunder. The Issuers mayshall cause the Servicer to defend any such claim, at the request of the Trustee, defend the claim and the Indenture Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall, or shall cause the Servicer to, pay the reasonable fees and expenses of such counsel; provided, however, that . Neither the Issuers shall not be required to pay such fees and expenses if Issuer nor the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Servicer need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Indenture Trustee through its negligence(i) the Indenture Trustee’s own willful misconduct, negligence or bad faith or willful misconduct. Notwithstanding anything to (ii) the contrary in this Indenture, to secure breach of any of the Issuers’ payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes against all money Indenture Trustee’s representations or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(8) or 7.01(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trusteewarranties hereunder.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as shall be agreed in writing between the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunderthe Trustee’s services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses, including out-of-pocket expenses of counsel) incurred or made by it in addition to connection with the compensation for performance of its services, except duties under this Indenture or in connection with the collection of any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconductfunds. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents agents, employees, stockholders and directors and officers for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, (including attorney’s fees and expenses) arising out of or in connection with the administration of this Indenture trust, including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s their rights, powers or duties hereunder, except for such actions to the extent caused by any gross negligence, bad faith or willful misconduct on their part as determined by a court of competent jurisdiction in a final order. The Trustee shall notify the Issuers promptly Issuer promptly, in writing, of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure to provide such notice shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of At the Trustee’s sole discretion, the Issuer shall defend the claim and the Trustee shall cooperate and may participate in the defense; provided that the Trustee and its agents subject to the any settlement of a claim may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim approved in connection with such defense as reasonably determined writing by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent (which shall not be unreasonably withheld). The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its gross negligence, bad faith or willful misconductmisconduct as determined by a court of competent jurisdiction in a final order. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes against on all assets or money or property held or collected by the Trustee, in its capacity as Trustee, except assets or money or property held in trust to pay principal and of or interest on particular Notes. When In addition and without prejudice to the rights provided to the Trustee under any provision of this Indenture, when the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(86.01(f) or 7.01(9(g) hereof occurs, such expenses and the compensation for such services shall be paid are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, The obligation of the foregoing provisions of Issuer under this Section 8.07 7.07 shall survive the resignation or removal of the Trustee and the termination or satisfaction and discharge of this Indenture or the appointment of a successor TrusteeIndenture.

Compensation and Indemnity. The Issuers shall Company will pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the Issuers Trustee and the Trustee shall from time to time agree Company will have agreed in writing for its services hereunderwriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to connection with the compensation for its servicesTrustee’s duties under this Indenture, including the reasonable compensation, disbursements and expenses of the Trustee’s agents, reasonably retained professional advisors, and counsel, except any such disbursementsdisbursement, advance or expenses and advances as may be attributable to the Trustee’s negligencewillful misconduct, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counselgross negligence. The Issuers shall Company will indemnify each of and hold harmless the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, against any and all lossclaims, damagedemands, claims causes of action, losses, liabilities, damages, fines, penalties, costs, fees, charges or expenses including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense ) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, it arising out of or in connection with the acceptance or administration of its duties under this Indenture Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending themselves itself against or investigating any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of the Trustee’s rights, its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, bad faith or willful misconduct. The Trustee shall will notify the Issuers Company promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Trustee to provide such notice shall so notify the Company will not relieve the Issuers Company of their its obligations in this Section 8.07hereunder, except to the extent the Company is materially prejudiced thereby. The Issuers may, at the request of the Trustee, Company will defend the claim and the Trustee shall will cooperate in the defense; provided that . In the event the Trustee and is advised by counsel that a conflict of interest exists, the Trustee may have its agents subject own separate counsel, which, so long as no Default or Event of Default has occurred, shall be reasonably satisfactory to the claim may have separate counsel Company, and the Issuers shall Company will pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Company need not pay for any settlement made without their written its consent, which consent (which shall not be unreasonably withheld). The Issuers Notwithstanding anything to the contrary herein, the Company need not reimburse the Trustee for any cost or expense or indemnify it against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith own gross negligence or willful misconduct. Notwithstanding anything to The obligations of the contrary in Company under this IndentureSection 8.07 shall survive the satisfaction and discharge of the Notes, to the termination for any reason of this Indenture and the resignation or removal of the Trustee. To secure the Issuers’ Company’s payment obligations in this Section 8.07Section, the Trustee shall will have a Lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property that held in trust to pay principal principal, premium, if any, and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(87.01(i) or 7.01(9(j) occurs, such the expenses and the compensation for such the services shall be paid (including the reasonable fees and expenses of its agents and counsel) are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this IndentureThe Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable. At all times, there shall be only one Trustee hereunder. The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its rights to be secured and indemnified, are extended to, and shall be enforceable by, the foregoing provisions Trustee in each of this Section 8.07 shall survive its capacities hereunder and under the satisfaction Indenture Documents and discharge of this Indenture each agent, custodian or the appointment of a successor Trusteeother Person employed to act hereunder.

Compensation and Indemnity. The Issuers shall Company agrees to pay to the Trustee from time to time such compensation as the Issuers Company and the Trustee shall from time to time agree in writing for its all services hereunder. The Trustee’s rendered by it hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Issuers Company shall also reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconductit. Such expenses shall include the reasonable fees compensation, disbursements and expenses of the Trustee’s agents 's agents, accountants, experts and counsel. The Issuers Trustee shall not be under any obligation to institute any suit, or take any remedial action under this Indenture, or to enter any appearance or in any way defend any suit in which it may be a defendant, or to take any steps in the execution of the trusts created hereby or thereby or in the enforcement of any rights and powers under this Indenture, until it shall be indemnified to its reasonable satisfaction against any and all expenses, disbursements, advances and other liabilities incurred or made by the Trustee in accordance with any provisions of this Indenture, including compensation for services, costs, expenses, outlays, counsel fees and other disbursements, and against all liability not due to its own negligence or willful misconduct. The Company agrees to indemnify the Trustee (in its capacities as Trustee, Paying Agent, Registrar and Note Custodian) and each of the Trustee or any predecessor Trustee its officers, directors, attorneys-in-fact and its agents for, and hold it and each of them harmless against, any claim, demand, expense (including but not limited to reasonable compensation, disbursements and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income expenses of the Trustee's agents and counsel), loss, damage or liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their partit, arising out of or in connection with the administration of this Indenture trust and its rights or duties hereunder including the reasonable costs and expenses of defending themselves itself against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, its powers or duties hereunder. The Trustee shall notify the Issuers Company promptly of any claim asserted against the Trustee or any of its agents which a Trust Officer receives written notice for which it may seek indemnity; however, provided that unless the position of the Company is prejudiced by such failure, the failure of the Trustee to provide such notice promptly notify the Company shall not relieve the Issuers of their obligations in this Section 8.07limit its right to indemnification. The Issuers may, at the request of the Trustee, Company shall defend the claim and each such claim. The Trustee may retain separate counsel if the Trustee shall cooperate have been reasonably advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Company and in the defense; provided that reasonable judgment of such counsel it is advisable for the Trustee and its agents subject to the claim may have engage separate counsel counsel, and the Issuers Company shall pay reimburse the Trustee for the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Company need not pay for any settlement made without their its written consent (which shall not be unreasonably withheld)consent. The Issuers Company need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its own negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Company's payment obligations in this Section 8.077.7, the Company and the Holders agree that the Trustee shall have a Lien lien prior to the Notes against on all money or property assets held or collected by the Trustee, in its capacity as Trustee, except money or property assets held in trust to pay principal and of, or interest on particular NotesNotes pursuant to Article III. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(86.1(f) or 7.01(9(g) occurs, such the expenses and the compensation for such the services shall be paid are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of The Company's obligations under this Section 8.07 7.7 and any lien arising hereunder shall survive the satisfaction and resignation or removal of the Trustee, the discharge of the Company's obligations pursuant to Article VIII of this Indenture and any rejection or the appointment termination of a successor Trusteethis Indenture under any Bankruptcy Law.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such As compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunder. The , the Indenture Trustee shall be entitled to receive, on each Payment Date, the Indenture Trustee’s 's Fee pursuant to Section 8.02(c) hereof (which compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers ) and shall reimburse be entitled to reimbursement by the Trustee upon request Servicer for all reasonable disbursements, out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the Indenture Trustee’s agents 's agents, counsel, accountants and counselexperts. The Issuers shall Issuer agrees to cause the Transferor to indemnify each of the Indenture Trustee or any predecessor Trustee and its agents for, and hold them harmless against, against any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense (including attorneys' fees) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with this Indenture including the reasonable costs and expenses of defending themselves against or investigating any claim or liability it in connection with the exercise or administration of this trust and the performance of any of the Trustee’s rights, powers or its duties hereunder. The Indenture Trustee shall notify the Issuers Issuer and the Servicer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Indenture Trustee so to provide such notice notify the Issuer and the Servicer shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder. The Issuers mayIssuer shall or shall cause the Servicer to defend any such claim, at the request of the Trustee, defend the claim and the Indenture Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have separate counsel reasonably acceptable to the Servicer and the Issuers Issuer shall or shall cause the Servicer to pay the reasonable fees and expenses of such counsel; provided, however, that . Neither the Issuers shall not be required to pay such fees and expenses if Issuer nor the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Servicer need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Indenture Trustee through its negligence, bad faith or the Indenture Trustee's own willful misconduct, negligence or bad faith. Notwithstanding anything The Issuer's payment obligations to the contrary in Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture, to secure the Issuers’ payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Indenture Trustee incurs expenses or renders services after the occurrence of a Default specified in Section 7.01(85.01(a)(vi) or 7.01(9(vii) occurs, such expenses and the compensation for such services shall be paid hereof with respect to the extent allowed Issuer, the expenses are intended to constitute expenses of administration under any Bankruptcy Law. Notwithstanding Title 11 of the United States Code or any other provision in this Indentureapplicable federal or state bankruptcy, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture insolvency or the appointment of a successor Trusteesimilar law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee and any Agent from time to time such compensation for its acceptance of this Indenture and services hereunder as the Issuers and the Trustee parties shall agree in writing from time to time agree in writing for its services hereundertime. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse each of the Trustee and each Agent promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation, disbursements and expenses of the Trustee’s or each such Agent’s agents and counsel. The Issuers Issuer and the Guarantors, jointly and severally, shall indemnify each of the Trustee or any predecessor Trustee and its agents each Agent for, and hold them each of the Trustee and each Agent harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)claims, liability or expense (including attorneys’ fees) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or it in connection with the acceptance or administration of this Indenture trust and the performance of its duties hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending themselves itself against or investigating any claim whether asserted by any Holder of Notes, the Issuer or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of the Trustee’s rights, its powers or duties hereunder). The Each of the Trustee and each Agent shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Trustee or any Agent to provide such notice so notify the Issuer shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder. The Issuers may, at the request of the Trustee, Issuer shall defend the claim and the Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim or applicable Agent may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers Issuer need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Trustee or any Agent through its negligence, bad faith or such Person’s own willful misconduct, negligence or bad faith. Notwithstanding anything to The obligations of the contrary in Issuer under this IndentureSection 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee or any Agent, to as applicable. To secure the Issuers’ payment obligations of the Issuer and the Guarantors in this Section 8.077.07, each of the Trustee and each Agent shall have a Lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trusteesuch Person, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(8) or 7.01(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 Such Lien shall survive the satisfaction and discharge of this Indenture Indenture. When the Trustee or any Agent incurs expenses or renders services after an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof occurs, the appointment expenses and the compensation for the services (including the fees and expenses of a successor Trusteeits agents and counsel) are intended to constitute expenses of administration under the Bankruptcy Code.

Compensation and Indemnity. The Issuers Issuer and the Guarantors shall pay to the Trustee from time to time such reasonable compensation as the Issuers and the Trustee shall from time to time agree in writing agreed upon for its services hereunder. The Trustee’s hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Issuers Issuer and the Guarantors shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to connection with the Trustee’s negligenceduties under this Indenture, bad faith or willful misconduct. Such expenses shall include including, but not limited to, the reasonable fees compensation, disbursements and expenses of the Trustee’s agents and counselexternal counsel and such additional fees as may be applicable in the event of a potential Event of Default, an Event of Default or in relation to the exceptional duties. The Issuers Issuer and the Guarantors, jointly and severally, shall indemnify each of the Trustee or and its agents, employees, stockholders, directors and officers and any predecessor Trustee and its agents for, and hold each of them harmless against, any and all loss, damage, claims claim, liability or expense, including without limitation taxes (other than taxes based upon, measured by or determined by on the income of the Trustee), liability or expense ) and reasonable attorneys’ fees and expenses incurred by each of them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or performance of its duties under this Indenture and including the reasonable costs and expenses of defending themselves itself against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, its powers or duties hereunderhereunder (including, without limitation, settlement costs). The Trustee shall notify the Issuers Issuer and the Guarantors in writing promptly of any claim of which a Responsible Officer of the Trustee has actual knowledge asserted against the Trustee or any of its agents for which it may seek indemnity, ; provided that the failure by the Trustee to provide such notice so notify the Issuer and the Guarantors shall not relieve the Issuers Issuer and Guarantors of their obligations in this Section 8.07. The Issuers may, at hereunder except to the request of extent the Trustee, defend the claim Issuer and the Trustee shall cooperate in Guarantors are actually prejudiced thereby. In the defense; provided event that a conflict of interest exists, the Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided. Notwithstanding the foregoing, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers Guarantors need not reimburse the Trustee for any expense or indemnify it against any loss or liability to the extent have been incurred by the Trustee through its own negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ payment obligations of the Issuer and the Guarantors in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trustee, Trustee except for such money or property held in trust to pay principal of and interest on particular Notes. Such lien shall survive the satisfaction and discharge of this Indenture. The obligations of the Issuer and the Guarantors under this Section 7.07 to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall be joint and several liabilities of the Issuer and each of the Guarantors and shall survive the resignation or removal of the Trustee and the satisfaction, discharge or other termination of this Indenture, including any termination or rejection hereof under any Bankruptcy Law. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(8) or 7.01(96.01 (7) occurs, such the expenses and the compensation for such the services shall be paid are intended to the extent allowed constitute expenses of administration under any applicable Bankruptcy Law. Notwithstanding any other provision in For purposes of this IndentureSection 7.07, the foregoing term “Trustee” shall include any trustee appointed pursuant to this Article Seven. The provisions of this Section 8.07 7.07 shall apply to Trustee in its capacity as Paying Agent, Transfer Agent or Registrar and any other Agent under this Indenture. The provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor TrusteeIndenture.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the Issuers and the Trustee parties shall agree in writing from time to time agree in writing for its services hereundertime. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers Issuer and the Guarantors, jointly and severally, shall indemnify each of the Trustee or any predecessor Trustee and its agents their officers, agents, directors and employees for, and hold them harmless against, any and all loss, damage, claims claim, liability or expense (including attorneys’ fees and expenses), including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or it in connection with the acceptance or administration of this Indenture trust and the performance of its duties hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending themselves itself against or investigating any claim whether asserted by any Holder, the Issuer, any Guarantor or any other Person, or liability in connection with the acceptance, exercise or performance of any of the Trustee’s rights, its powers or duties hereunder). The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Trustee to provide such notice so notify the Issuer shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder and the Trustee shall not incur any liability it if fails to so notify. The Issuers may, at the request of the Trustee, Issuer shall defend the claim and the Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers Issuer need not reimburse any expense or indemnify against any loss loss, liability or liability expense determined to the extent incurred have been caused by the Trustee through its Trustee’s own willful misconduct or gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ payment obligations of the Issuer and the Guarantors in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property that held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(86.01(a)(6) or 7.01(9(7) occurs, such the expenses and the compensation for such the services shall be paid (including the fees and expenses of its agents and counsel) are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, The Trustee shall comply with the foregoing provisions of this Trust Indenture Act Section 8.07 shall survive 313(b)(2) to the satisfaction and discharge of this Indenture or the appointment of a successor Trusteeextent applicable.

Compensation and Indemnity. The Issuers Issuer and the Guarantors shall pay to the Trustee and the Agents from time to time such compensation as the Issuers and the Trustee shall from time to time agree in writing agreed upon for its services hereunder. The Trustee’s hereunder (which compensation shall not be limited by any provision of law on in regard to the compensation of a trustee of an express trust). The Issuers Issuer and the Guarantors shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable attorneys’ fees incurred prior to the occurrence of an Event of Default and expenses all attorneys’ fees incurred following the occurrence of counselan Event of Default) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to connection with the Trustee’s negligenceduties under this Indenture, bad faith or willful misconduct. Such expenses shall include including the reasonable fees compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers shall indemnify each external counsel incurred prior to the occurrence of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, any an Event of Default and all losscompensation, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with this Indenture including the reasonable costs disbursements and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers agents and external counsel incurred following the occurrence of an Event of Default. In the event of the occurrence of a Default or duties hereunder. The Trustee shall notify the Issuers promptly an Event of any claim asserted against Default or the Trustee considering it expedient or any of its agents for necessary or being requested by the Issuer to undertake duties which it may seek indemnity, provided that failure to provide such notice shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of the Trustee, defend the claim and the Trustee shall cooperate in the defense; provided that the Trustee and its agents subject the Issuer agree to be of an exceptional nature or agree to otherwise be outside the claim may have separate counsel and scope of the Issuers shall pay the reasonable fees and expenses normal duties of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to secure the Issuers’ payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(8) or 7.01(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions Issuer shall pay on demand to the Trustee such additional remuneration as shall be agreed between them. For the avoidance of this Section 8.07 doubt, any duties in connection with investments, the granting of consents or waivers, concurring in modifications, substitution of the Issuer or enforcement, or during the period post such enforcement, shall survive be deemed to be of an exceptional nature. In the satisfaction event of the Trustee and discharge of this Indenture or the appointment of a successor Trustee.Issuer failing to agree:

Compensation and Indemnity. (a) The Issuers shall Issuer and each Guarantor, jointly and severally, covenants and agrees to pay to the Trustee (and any predecessor Trustee) from time to time such compensation for its services as the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunderwriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer and each Guarantor shall reimburse the Trustee upon request for all reasonable disbursementsout-of-pocket expenses (including attorneys’ fees and expenses), expenses disbursements and advances (including reasonable fees and expenses of counsel) incurred or made by it in accordance with the provisions of this Indenture, including costs of collection, in addition to the such compensation for its services, except any such disbursementsexpense, expenses and advances disbursement or advance as may shall be attributable determined to the Trustee’s negligence, bad faith have been caused by its own negligence or willful misconductmisconduct as finally adjudicated by a court of competent jurisdiction. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the Trustee’s agents and counsel. The Issuers Trustee shall provide the Issuer reasonable notice of any expenditure not in the ordinary course of business. The Issuer and each Guarantor, jointly and severally, shall indemnify each of the Trustee or Trustee, its officers, directors, employees and any predecessor Trustee and its agents for, and hold them harmless against, Trustees against any and all loss, damage, claims claim, liability or expense (including taxes reasonable attorneys’ fees and expenses) (other than taxes based upon, measured by or determined by the income of applicable to the Trustee), liability or expense ’s compensation hereunder) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or it in connection with the acceptance or administration of this Indenture trust and the performance of its duties hereunder including the reasonable costs and expenses of defending themselves itself against or investigating any claim (whether asserted by the Issuer, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder (including, without limitation, settlement costs), and including reasonable attorneys’ fees and expenses and court costs incurred in connection with any action, claim or suit brought to enforce the Trustee’s rightsright to compensation, powers reimbursement or duties hereunderindemnification. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents which a Trust Officer has received written notice and for which it may seek indemnity, provided that failure . Failure by the Trustee so to provide such notice notify the Issuer shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder, except to the extent that the Issuer has been prejudiced by such failure. The Issuers may, at the request of the Trustee, Issuer shall defend the claim and the Trustee shall cooperate cooperate, to the extent reasonable, in the defense; provided that defense of any such claim, and, if (in the Trustee and its agents subject opinion of counsel to the Trustee) the facts or issues surrounding the claim may have separate counsel and are reasonably likely to create a conflict with the Issuers Issuer, the Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required separate counsel to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers Issuer need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to secure the Issuers’ payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee’s own willful misconduct or negligence as finally adjudicated by a court of competent jurisdiction. The Issuer need not pay for any settlement made without its consent, in its capacity as Trustee, except money which consent shall not be unreasonably withheld or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(8) or 7.01(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trusteedelayed.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee shall from time be entitled to time agree in writing reasonable compensation for its acceptance of this Indenture and its services hereunderhereunder as agreed to in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees disbursements and expenses of counsel) incurred or made by or on behalf of it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses Each of the Trustee’s agents Issuer and counsel. The Issuers the Guarantors, jointly and severally, shall indemnify each of and hold harmless the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, against any and all loss, damagedamages, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)claims, liability or expense (including reasonable attorney’s fees and expenses) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, it arising out of or in connection with the acceptance or administration of its duties or the exercise of its rights under this Indenture and the trusts hereunder, including the reasonable costs and expenses of defending themselves itself against or investigating any claim or of liability in connection with the exercise or performance of any of premises, except as set forth in the Trustee’s rights, powers or duties hereundernext paragraph. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure to provide such notice shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers mayIssuer shall defend the claim with counsel designated by the Issuer and the Guarantors, at who may be outside counsel to the request of Issuer but shall in all events be reasonably satisfactory to the Trustee, defend the claim and the Trustee shall cooperate in the defense; , provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall Issuer will not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay liable for any settlement made without their written consent (which shall not be unreasonably withheld)its consent; provided further that the Trustee may defend any such claim with another counsel selected by the Trustee and reasonably acceptable to the Issuer and the Guarantors if the Trustee determines, acting reasonably, that a conflict of interest exists between the Trustee and the Issuer in the defense of such claim. The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee or its agent through its or such agent’s own negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to secure the Issuers’ payment obligations in this Section 8.07, the The Trustee shall have a Lien lien prior to the Notes against on all money or property held or collected by the Trustee, Trustee to secure the Issuer’s payment obligations in its capacity as Trusteethis Section 7.07, except money or property that held in trust to pay principal and interest and Additional Interest, if any, on particular Notes. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(86.01(g) or 7.01(9(h) occurs, such the expenses and the compensation for such the services shall be paid (including the fees and expenses of its agents and counsel) are intended to the extent allowed constitute expenses of administration under any Bankruptcy Lawbankruptcy, insolvency or other similar applicable law. Notwithstanding any other provision in this Indenture, the foregoing The provisions of this Section 8.07 7.07 shall survive payment of the satisfaction and discharge Notes, the termination of this Indenture and the resignation or removal of the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such reasonable compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunderservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconductit. Such expenses shall include the reasonable fees compensation, disbursements and expenses of the Trustee’s 's agents and counsel. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them it harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by loss or determined by the income of the Trustee), liability or expense incurred by them it, except for such actions to the extent caused by any negligence, negligence or bad faith or willful misconduct on their its part, arising out of or in connection with the administration of this Indenture including the reasonable costs trust and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers its rights or duties hereunderhereunder and under the Security Instruments. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure to provide such notice . Issuer shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of the Trustee, defend the claim and the Trustee shall cooperate in the defense; provided that the . Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, provided that the Issuers shall Issuer will not be required to pay such fees and expenses if the Issuers assume the it assumes Trustee’s 's defense and there is no conflict of interest between the Issuers Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent (which shall not be unreasonably withheld)consent. The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer's payment obligations in this Section 8.076.7, the Trustee shall have a Lien lien prior to the Notes against Securities on all money or property assets held or collected by the Trustee, in its capacity as Trustee, except money or property assets held in trust to pay principal and of, premium, if any, or interest on particular NotesSecurities. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(85.1(f) occurs or 7.01(9) occursin connection with any case or proceeding under any Bankruptcy Law, such the expenses and the compensation for such the services shall be paid are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, any and all loss, damage, claims (including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture trust (including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunder), except in each of the foregoing cases to the extent caused by any negligence, bad faith or willful misconduct on their part. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity. The Issuer may, provided that failure subject to provide such notice the approval of the Trustee (which approval shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of the Trusteebe unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall Issuer will not be required to pay such fees and expenses if if, subject to the Issuers assume approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuers Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent (which shall not be unreasonably withheld)consent. The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to secure the Issuers’ payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(86.01(6) or 7.01(9Section 6.01(7) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. The Trustee shall have a lien prior to the Notes as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 7.07, except with respect to funds held in trust for the benefit of the Holders. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. (a) The Issuers Issuer shall, or shall cause the Administrator to, pay to the Indenture Trustee from time to time such reasonable compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunderpursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall, or shall cause the Administrator to, reimburse the Indenture Trustee upon request for all reasonable disbursementsand extraordinary out-of-pocket expenses, expenses disbursements and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses (including extraordinary out-of-pocket expenses), disbursements and advances of the Indenture Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers Issuer shall, or shall cause the Administrator to, indemnify each of and hold harmless the Trustee or any predecessor Indenture Trustee and its officers, directors, employees, representatives and agents for, and hold them harmless against, against any and all loss, damageliability, claims including taxes tax (other than taxes based upon, measured by or determined by on the income of the Indenture Trustee), liability ) or expense (including attorneys’ fees and the fees of agents and experts) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them except for such actions to the extent caused by any negligencewithout willful misconduct, negligence or bad faith or willful misconduct (as determined by an order from a court of competent jurisdiction) on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by this Indenture Indenture, including the reasonable costs and expenses of defending themselves against or investigating any claim claim, loss, damage or liability in connection with the exercise or performance of any of the Trustee’s rights, their powers or duties under this Indenture or under any of the other Basic Documents, including, but not limited to, any legal fees or expenses incurred by the Indenture Trustee in connection with the enforcement of the Issuer’s indemnification or other obligations hereunder. The Indenture Trustee shall notify the Issuers Issuer and the Administrator promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Indenture Trustee to provide such notice so notify the Issuer and the Administrator shall not relieve the Issuers Issuer or the Administrator of their its obligations in this Section 8.07hereunder. The Issuers may, at Issuer shall cause the request of the TrusteeAdministrator to, defend the claim any such claim, and the Indenture Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall, or shall cause the Administrator to, pay the reasonable fees and expenses of such counsel; provided, however, that . Neither the Issuers shall not be required to pay such fees and expenses if Issuer nor the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Administrator need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Indenture Trustee through its negligencethe Indenture Trustee’s own willful misconduct, negligence or bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to secure the Issuers’ payment obligations in this Section 8.07, the Trustee shall have (as determined by an order from a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(8) or 7.01(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions court of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trusteecompetent jurisdiction).

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with this Indenture including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunder. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure to provide such notice shall not relieve the Issuers Issuer of their its obligations in this Section 8.077.07 unless the failure to notify the Issuer impairs the Issuer’s ability to defend such claim. The Issuers Issuer may, at the request of the Trustee, defend the claim and the Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers Issuer shall not be required to pay such fees and expenses if the Issuers assume Issuer assumes the Trustee’s defense and there is no conflict of interest between the Issuers Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their written consent (which shall not be unreasonably withheld)consent. The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to secure the Issuers’ Issuer’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(86.01(8) or 7.01(96.01(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation for its services hereunder and under the Notes as the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunderwriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconductHolders. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the agents, counsel, accountants and experts of the Trustee’s agents and counsel. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, against any and all fees, loss, damageliability, damages, claims or expense, including taxes (other than taxes based upon, measured by or determined by upon the income of the Trustee), liability or expense ) (including reasonable attorneys’ and agents’ fees and expenses) incurred by them except for such actions to the extent caused by any it without willful misconduct or gross negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction, on their part, arising out of or its part in connection with the administration of this Indenture trust and the performance of its duties hereunder and under the Notes, including the reasonable fees, costs and expenses of enforcing this Indenture (including this Section 7.7) and the Notes and of defending themselves itself against any claims (whether asserted by any Holder, the Issuer or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunderotherwise). The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure indemnity of which it has received written notice. Failure by the Trustee to provide such notice so notify the Issuer shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder. The Issuers may, at the request of the Trustee, Issuer shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer’s expense in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, provided that the Issuers Issuer shall not be required to pay such the fees and expenses of such separate counsel if the Issuers assume it assumes the Trustee’s defense and defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Issuers Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trusteedefense. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations in this Section 8.077.7, the Trustee shall have a Lien lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(8) or 7.01(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 Such lien shall survive the satisfaction and discharge of this Indenture. The Trustee’s respective right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Issuer. The Issuer’s payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and the resignation or removal of the appointment Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs fees, expenses or renders services after the occurrence of a successor TrusteeDefault specified in Section 6.1(a)(5) or (a)(6), the fees and expenses (including the reasonable fees and expenses of its counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such monthly a trustee fee mutually agreed upon as reasonable compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunderservices. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to connection with the compensation for administration of this trust and the performance of its servicesduties hereunder and under any other Security Documents, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include including the reasonable fees compensation and expenses of the Trustee’s 's agents and counselcounsel and the cost of any environmental site assessments referred to in the third paragraph of Section 5.03. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), making payment on a current basis, against any loss, liability or expense (including reasonable attorneys' fees and the cost of any environmental site assessments referred to in the third paragraph of Section 5.03) incurred by them except for it (unless such actions loss, liability or expense is determined in a final non-appealable judgment to have been incurred due to the extent caused by any negligence, Trustee's bad faith or willful misconduct on their part, arising out of or in connection with this Indenture including the reasonable costs and expenses of defending themselves against or investigating any claim or liability negligence) in connection with the exercise or administration of this trust and the performance of any of its duties hereunder and under the Trustee’s rights, powers or duties hereunderother Security Documents. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that indemnity but its failure to provide such notice do so shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of affect the Trustee, defend the claim and the Trustee shall cooperate in the defense; provided that the Trustee and its agents subject 's right to the claim may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trusteeindemnification hereunder. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer's payment obligations in this Section 8.07and Section 7.14, the Trustee shall have a Lien prior to (i) the Notes against lien of the Securities and (ii) all money other liens, if any, on all Cash or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust . The Issuer's payment obligations pursuant to pay principal and interest on particular Notesthis Section shall survive the discharge of this Indenture. When the Trustee incurs expenses or renders services after a the occurrence of an Event of Default specified in Section 7.01(8subsection 5.01(7) or 7.01(9) occurs(8), such the expenses and are intended to constitute expenses of administration under the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall, or shall cause the Administrator to, pay to the Indenture Trustee from time to time such reasonable compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunderpursuant to a fee agreement between the Administrator and the Indenture Trustee. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall, or shall cause the Administrator to, reimburse the Indenture Trustee upon request for all reasonable disbursementsout-of-pocket expenses, expenses disbursements and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the Indenture Trustee’s agents 's agents, counsel, accountants and counselexperts. The Issuers Issuer shall, or shall cause the Administrator to, indemnify each of and hold harmless the Trustee or any predecessor Indenture Trustee and its officers, directors, employees, representatives and agents for, and hold them harmless against, against any and all loss, damageliability, claims including taxes tax (other than taxes based upon, measured by or determined by on the income of the Indenture Trustee), liability ) or expense (including attorneys' fees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them except for such actions to the extent caused by any negligencewithout willful misconduct, negligence or bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by this Indenture Indenture, including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, their powers or duties hereunderunder this Indenture or under any of the other Basic Documents. The Indenture Trustee shall notify the Issuers Issuer and the Administrator promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Indenture Trustee to provide such notice so notify the Issuer and the Administrator shall not relieve the Issuers Issuer or the Administrator of their its obligations in this Section 8.07hereunder. The Issuers mayIssuer shall, at or shall cause the request of the TrusteeAdministrator to, defend the claim any such claim, and the Indenture Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall, or shall cause the Administrator to, pay the reasonable fees and expenses of such counsel; provided, however, that . Neither the Issuers shall not be required to pay such fees and expenses if Issuer nor the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Administrator need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Indenture Trustee through its negligence, bad faith or the Indenture Trustee's own willful misconduct, negligence or bad faith. Notwithstanding anything The Issuer's payment obligations to the contrary in Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture, to secure the Issuers’ payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Indenture Trustee incurs expenses or renders services after the occurrence of a Default specified in Section 7.01(85.01(iv) or 7.01(9(v) occurs, such expenses and the compensation for such services shall be paid with respect to the extent allowed Issuer, the expenses are intended to constitute expenses of administration under any Bankruptcy Law. Notwithstanding Title 11 of the United States Code or any other provision in this Indentureapplicable federal or state bankruptcy, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture insolvency or the appointment of a successor Trusteesimilar law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, any and all loss, damage, claims (including taxes (other than taxes based upon, measured by or determined by the income of the Trustee)), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture trust (including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunder), except in each of the foregoing cases to the extent caused by any negligence, bad faith or willful misconduct on their part. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity. The Issuer may, provided that failure subject to provide such notice the approval of the Trustee (which approval shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of the Trusteebe unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; providedprovided , howeverhowever , that the Issuers shall Issuer will not be required to pay such fees and expenses if if, subject to the Issuers assume approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuers Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent (which shall not be unreasonably withheld)consent. The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to secure the Issuers’ payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(86.01(5) or 7.01(9Section 6.01(6) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such reasonable compensation as the Issuers and the Trustee for its services hereunder (which shall be agreed to from time to time agree in writing for its services hereunderby the Issuer and the Trustee). The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon written request for all reasonable and documented out-of-pocket disbursements, expenses and advances (including reasonable and documented fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith negligence or willful misconduct. Such expenses shall include the reasonable fees and documented compensation, disbursements and expenses of the Trustee’s agents agents, accountants, experts and counsel. The Issuers Issuer and the Company, jointly and severally, shall indemnify each of the Trustee or any predecessor Trustee and its agents agents, employees, officers, stockholders and directors for, and hold them harmless against, any and all loss, damageliability or expense, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture trust including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunder. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents agents, employees, officers, stockholders and directors for which it may seek indemnity, provided that failure to provide such notice shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of At the Trustee’s reasonable discretion, the Issuer shall defend the claim and the Trustee shall cooperate and may participate in the defense; provided that any settlement of a claim shall be approved in writing by the Trustee. Alternatively, the Trustee and may at its agents subject to the claim may option have separate counsel of its own choosing and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall Issuer will not be required to pay such fees and expenses if the Issuers assume it assumes the Trustee’s defense and there is no conflict of interest between the Issuers Issuer and the Trustee and its agents agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent (which shall not be unreasonably withheld)consent. The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations Obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes Securities against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(8clause (f) or 7.01(9(g) of Section 6.01 occurs, such the expenses and the compensation for such the services shall be paid to the extent allowed allowable under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, The Issuer’s and the foregoing provisions of Company’s Obligations under this Section 8.07 7.07 and any claim arising hereunder shall survive the satisfaction and resignation or removal of any Trustee, the discharge of this Indenture the Issuer’s Obligations pursuant to Article 8 and any rejection or the appointment of a successor Trusteetermination under any Bankruptcy Law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation for its services hereunder and under the Notes as the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunderwriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconductHolders. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the agents, counsel, accountants and experts of the Trustee’s agents and counsel. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, against any and all fees, loss, damageliability, damages, claims or expense, including taxes (other than taxes based upon, measured by or determined by upon the income of the Trustee), liability or expense ) (including reasonable attorneys’ and agents’ fees and expenses) incurred by them except for such actions to the extent caused by any it without willful misconduct or gross negligence, bad faith or willful misconduct as determined by a court of competent jurisdiction, on their part, arising out of or its part in connection with the administration of this Indenture trust and the performance of its duties hereunder and under the Notes, including the reasonable fees, costs and expenses of enforcing this Indenture (including this Section 7.7) and the Notes and of defending themselves itself against any claims (whether asserted by any Holder, the Issuer or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunderotherwise). The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure indemnity of which it has received written notice. Failure by the Trustee to provide such notice so notify the Issuer shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder. The Issuers may, at the request of the Trustee, Issuer shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer’s expense in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations in this Section 8.077.7, the Trustee shall have a Lien lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(8) or 7.01(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 Such lien shall survive the satisfaction and discharge of this Indenture. The Trustee’s respective right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Issuer. The Issuer’s payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and the resignation or removal of the appointment Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs fees, expenses or renders services after the occurrence of a successor TrusteeDefault specified in Section 6.1(a)(6) or (a)(7), the fees and expenses (including the reasonable fees and expenses of its counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Issuers shall pay to the Trustee and the Agents from time to time such reasonable compensation as the Issuers and the Trustee shall from time to time may agree in writing for its the Trustee’s acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse each of the Trustee and the Agents promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers and the Guarantors shall indemnify each of the Trustee or any predecessor Trustee and its agents forthe Agents, jointly and hold them harmless againstseverally, against any and all losslosses, damage, claims including taxes (other than taxes based upon, measured by liabilities or determined by the income of the Trustee), liability or expense expenses incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, it arising out of or in connection with the acceptance or administration of its duties under this Indenture Indenture, including the reasonable costs and expenses of enforcing this Indenture against the Issuers and the Guarantors (including this Section 7.07) and defending themselves itself against or investigating any claim (whether asserted by an Issuer, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of the Trustee’s rights, its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or willful misconduct. The Trustee shall notify the Issuers and the Guarantors promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Trustee to provide such notice so notify the Issuers and the Guarantors shall not relieve the Issuers or the Guarantors of their obligations in this Section 8.07hereunder. The Issuers may, at and the request of the Trustee, Guarantors shall defend the claim and the Trustee shall cooperate in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such counsel; provided, however, provided that the Issuers shall and the Guarantors will not be required to pay such fees and expenses if the Issuers they assume the Trustee’s defense with counsel acceptable to and approved by the Trustee (such approval not to be unreasonably withheld) and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trusteedefense. The Issuers and the Guarantors need not pay for any settlement made without their written consent, which consent (which shall not be unreasonably withheld). The Neither the Issuers nor the Guarantors need not reimburse the Trustee for any expense or indemnify indemnity against any liability or loss or liability of the Trustee to the extent incurred by such expense, liability or loss is attributable to the Trustee through its negligence, bad faith negligence or willful misconductmisconduct of the Trustee. Notwithstanding anything to The obligations of the contrary in Issuers and the Guarantors under this Indenture, to Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. To secure the Issuers’ and the Guarantors’ payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(86.01(i) or 7.01(9(j) hereof occurs, such the expenses and the compensation for such the services shall be paid (including the fees and expenses of its agents and counsel) are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, The Trustee shall comply with the foregoing provisions of this Section 8.07 shall survive TIA § 313(b)(2) to the satisfaction and discharge of this Indenture or the appointment of a successor Trusteeextent applicable.

Compensation and Indemnity. The Issuers Casella shall pay to the Trustee from time to time such compensation as the Issuers Casella and the Trustee shall from time to time agree in writing for its services hereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Casella shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s 's negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s 's agents and counsel. The Issuers Casella shall indemnify each of the Trustee or any predecessor Trustee and its agents agents, employees, officers, stockholders and directors for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture trust including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s 's rights, powers or duties hereunder. The Trustee shall notify the Issuers Casella promptly of any claim asserted against the Trustee or any of its agents agents, employees, officers, stockholders and directors for which it may seek indemnity. Casella may, provided that failure subject to provide such notice the approval of the Trustee (which approval shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of the Trusteebe unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense; provided that the . The Trustee and its agents agents, employees, officers, stockholders and directors subject to the claim may have separate counsel and the Issuers Casella shall pay the reasonable fees and expenses of such counsel; providedPROVIDED, howeverHOWEVER, that the Issuers shall Casella will not be required to pay such fees and expenses if if, subject to the Issuers assume approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s 's defense and there is no conflict of interest between the Issuers Casella and the Trustee and its agents agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Casella need not pay for any settlement made without their its written consent (which shall not be unreasonably withheld)consent. The Issuers Casella need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Xxxxxxx'x payment obligations in this Section 8.077.07, the Trustee shall have a Lien senior claim prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, . The obligations of Casella and the Guarantors under this Section shall not be subordinated to the payment of Senior Debt pursuant to Article Ten or Section 11.02 except assets or money or property held in trust to pay principal and of or interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(86.01(8) or 7.01(9(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation for its services hereunder and under the Notes as the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunderwriting. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconductHolders. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the agents, counsel, accountants and experts of the Trustee’s agents and counsel. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, against any and all loss, damageliability, damages, claims or expense, including taxes (other than taxes based upon, measured by or determined by upon the income of the Trustee), liability or expense ) (including reasonable attorneys’ and agents’ fees and expenses) incurred by them except for such actions to the extent caused by any it without gross negligence, willful misconduct, or bad faith or willful misconduct faith, as determined by a court of competent jurisdiction, on their part, arising out of or its part in connection with the administration of this Indenture trust and the performance of its duties hereunder and under the Notes, including the reasonable costs and expenses of enforcing this Indenture (including this Section 7.7), the Notes and of defending themselves itself against any claims (whether asserted by any Holder, the Issuer or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunderotherwise). The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure indemnity of which it has received written notice. Failure by the Trustee to provide such notice so notify the Issuer shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder. The Issuers may, at the request of the Trustee, Issuer shall defend the claim and the Trustee shall cooperate provide reasonable cooperation at the Issuer’s expense in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, provided that the Issuers Issuer shall not be required to pay such the fees and expenses of such separate counsel if the Issuers assume it assumes the Trustee’s defense and defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Issuers Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trusteedefense. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations in this Section 8.077.7, the Trustee shall have a Lien lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trustee, except Trustee other than money or property held in trust to pay principal of and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(8) or 7.01(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 Such lien shall survive the satisfaction and discharge of this Indenture. The Trustee’s respective right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Issuer. The Issuer’s payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and the resignation or removal of the appointment Trustee in accordance with Section 7.8. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs fees, expenses or renders services after the occurrence of a successor TrusteeDefault specified in clause (a)(7) or clause (a)(8) of Section 6.1, the expenses (including the reasonable fees and expenses of its counsel and agents) are intended to constitute expenses of administration under any Bankruptcy Law.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel. The Issuers shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with this Indenture including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunder. The Trustee shall notify the Issuers promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure to provide such notice shall not relieve the Issuers of their obligations in this Section 8.077.07. The Issuers may, at the request of the Trustee, defend the claim and the Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to secure the Issuers’ payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(86.01(8) or 7.01(96.01(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. (a) The Issuers shall Company will pay to the Trustee Trustee, from time to time time, such compensation as the Issuers and the Trustee shall will be agreed upon, from time to time agree time, in writing for its services hereunderservices. The Trustee’s compensation shall will not be limited by any law on compensation of a trustee of an express trust. The Issuers shall Company will reimburse the Trustee upon request for all reasonable out-of-pocket fees, disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall will include the reasonable compensation, fees and expenses expenses, disbursements and advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers shall Company will indemnify each of the Trustee or any predecessor Trustee and its agents for, for and hold them it harmless against, against any and all loss, damageliability, claims claim, damage or expense (including reasonable attorneys’ fees and expenses), including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense ) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, it and arising out of or in connection with this Indenture including Indenture, the reasonable costs and expenses Notes, acceptance or administration of defending themselves against the trust or investigating any claim trusts hereunder or liability in connection with the exercise or the performance of its duties or powers hereunder, including the costs and expenses of defending itself against any of claim (whether asserted by the Trustee’s rightsCompany, powers any Holder or duties hereunderany other Person). The Trustee shall will notify the Issuers Company promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Trustee to provide such so notify the Company of any claim for which it may seek indemnity of which a Trust Officer has actually received written notice shall will not relieve the Issuers Company of their its obligations in this Section 8.07hereunder. The Issuers may, at the request of the Trustee, Company will defend the claim and the Trustee shall will cooperate in the defense; provided that . If the Trustee and its agents subject is advised by counsel that it may have available to it defenses that are in conflict with the defenses available to the claim Company, then the Trustee may have separate counsel counsel, and the Issuers shall Company will pay the reasonable fees and expenses of such counsel; provided, however, that . The Company will pay the Issuers shall not be required to pay such reasonable fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and counsel to the Trustee and its agents subject to the claim incurred in connection with evaluating whether such defense as reasonably determined by the Trusteeand/or conflict exists. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers Company need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Trustee through its the Trustee’s own willful misconduct or gross negligence. The Company need not pay for any settlement made by the Trustee without the Company’s consent, bad faith or willful misconductsuch consent not to be unreasonably withheld. Notwithstanding anything All indemnifications and releases from liability granted hereunder to the contrary in this IndentureTrustee will extend to its officers, to secure the Issuers’ payment obligations in this Section 8.07directors, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trusteeemployees, in its capacity as Trusteeagents, except money or property held in trust to pay principal attorneys, custodians, successors and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(8) or 7.01(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trusteeassigns.

Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such As compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunder. The , the Indenture Trustee shall be entitled to receive, on each Payment Date, the Indenture Trustee’s 's Fee pursuant to Section 8.02(c) hereof (which compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers ) and shall reimburse be entitled to reimbursement by the Trustee upon request Servicer for all reasonable disbursements, out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the Indenture Trustee’s agents 's agents, counsel, accountants and counselexperts. The Issuers shall Issuer agrees to cause the Servicer to indemnify each of the Trustee or any predecessor Trustee Indenture Trustee, the Paying Agent and its their officers, directors, employees and agents for, and hold them harmless against, against any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense (including reasonable attorneys' fees) incurred by it or them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with this Indenture including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or administration of this trust and the performance of any of its or their duties under the Trustee’s rights, powers or duties hereunderBasic Documents. The Indenture Trustee shall notify the Issuers Issuer and the Servicer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Indenture Trustee so to provide such notice notify the Issuer and the Servicer shall not relieve the Issuers Issuer or the Servicer of its or their obligations in this Section 8.07hereunder. The Issuers mayIssuer shall, at or shall cause the request of the TrusteeServicer to, defend the claim and the Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers shall pay the reasonable fees and expenses of any such counselclaim; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume defendants with respect to any such claim include the Trustee’s defense and there is no conflict of interest between Issuer and/or the Issuers Servicer and the Indenture Trustee, and the Indenture Trustee and its agents subject shall have reasonably concluded that there may be legal defenses available to it which are different from or in addition to those defenses available to the claim in connection with Issuer or the Servicer, as the case may be, the Indenture Trustee shall have the right, at the expense of the Servicer, to select separate counsel to assert such defense as reasonably determined by legal defenses and to otherwise defend itself against such claim. Neither the Trustee. The Issuers Issuer nor the Servicer need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Indenture Trustee through its negligence, bad faith or the Indenture Trustee's own willful misconduct, negligence or bad faith. Notwithstanding anything The Issuer's payment obligations to the contrary in this Indenture, Indenture Trustee pursuant to secure the Issuers’ payment obligations in this Section 8.07, 6.07 shall survive the Trustee shall have a Lien prior to discharge of this Indenture and the Notes against all money termination or property held or collected by resignation of the Indenture Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Indenture Trustee incurs expenses or renders services after the occurrence of a Default specified in Section 7.01(85.01(f) or 7.01(9(g) occurshereof with respect to the Issuer, such the expenses and are intended to constitute expenses of administration under Title 11 of the compensation for such services United States Code or any other applicable federal or state bankruptcy, insolvency or similar law. Notwithstanding anything in this Section 6.07 to the contrary, all amounts due the Indenture Trustee hereunder shall be payable in the first instance by the Servicer and, if not paid to by the extent allowed under any Bankruptcy Law. Notwithstanding any other provision Servicer within 60 days after payment is requested from the Servicer by the Indenture Trustee, in this Indenture, accordance with the foregoing provisions priorities set forth in Section 5.01 of this Section 8.07 shall survive the satisfaction Sale and discharge of this Indenture or the appointment of a successor TrusteeServicing Agreement.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense (including reasonable fees and expenses of counsel) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture trust including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunderhereunder (including the costs and expenses of enforcing this Indenture against the Issuer or the Guarantors (including this Section 9.07)). The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided provided, however, that the failure to provide such notice so notify the Issuer shall not relieve the Issuers Issuer of their obligations in this Section 8.07any liability that it may have to the Trustee hereunder (except to the extent that the Issuer is materially prejudiced or otherwise forfeits substantive rights or defenses by reason of such failure). The Issuers may, at the request of the Trustee, Issuer shall defend the claim and the Trustee shall cooperate in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall Issuer will not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent, which consent (which shall not be unreasonably withheld)withheld or delayed. The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its the Trustee’s negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations in this Section 8.079.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(88.01(vii) or 7.01(9(viii) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 9.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation for their services as the Issuers and the Trustee parties shall agree in writing from time to time agree in writing for its services hereundertime. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including, but not limited to, costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders and reasonable costs of counsel, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and in each of its agents forcapacities hereunder (including Paying Agent, and hold them harmless againstRegistrar), and each of their officers, directors, employees, counsel and agents, against any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense (including, but not limited to, reasonable attorneys’ fees and expenses) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or it in connection with the administration of this Indenture trust and the performance of their duties hereunder and under the Notes and the Guarantees, including the reasonable costs and expenses of enforcing this Indenture (including this Section 7.6), the Notes and the Guarantees and of defending themselves itself against any claims (whether asserted by any Holder, the Issuer or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunderotherwise). The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Trustee to provide such notice so notify the Issuer shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder. The Issuers may, at the request of the Trustee, Issuer shall defend the claim and the Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers Issuer need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Trustee through as a result of its negligence, bad faith or own willful misconduct, negligence or bad faith. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations in this Section 8.07Section, the Trustee shall have a Lien lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trustee, except Trustee other than money or property held in trust to pay principal of and interest on particular Notes. The right of the Trustee to receive payment of any amounts due under this Section 7.6 shall not be subordinate to any other liability or indebtedness of the Issuer. The Issuer’s payment obligations pursuant to this Section and any lien arising hereunder shall survive the discharge of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses or renders services after the occurrence of a Default specified in Section 7.01(86.1(v) or 7.01(9(vi) occurs, such expenses and the compensation for such services shall be paid with respect to the extent allowed Issuer, the expenses are intended to constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this IndenturePursuant to Section 10.1, the foregoing provisions obligations of this Section 8.07 shall survive the satisfaction Issuer hereunder are jointly and discharge of this Indenture or severally guaranteed by the appointment of a successor TrusteeGuarantors.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee and Agents from time to time such compensation as the Issuers Issuer and the Trustee shall from time to time agree in writing for its acceptance of this Indenture and any Intercreditor Agreement and services hereunderhereunder and thereunder. The Trustee’s and the Agents’ compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee and Agents upon request for all reasonable properly incurred disbursements, expenses and advances (including reasonable properly incurred fees and expenses of counselcounsel or appointees) incurred or made by it them in addition to the compensation for its their services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s or any Agent’s negligence, willful misconduct or bad faith or willful misconductfaith. Such expenses shall include the reasonable properly incurred compensation, disbursements and expenses of the Trustee’s and Agents’ accountants, experts and counsel and any taxes (other than taxes based on the income of the Trustee or franchise, doing business or other similar taxes imposed on the Trustee) or other expenses incurred by a trust created pursuant to Section 8.4 hereof. The Issuer agrees to pay the properly incurred fees and expenses of the Trustee’s agents legal counsel in connection with its review, preparation and counseldelivery of this Indenture and related documentation. The Issuers Issuer shall indemnify each of the Trustee or Trustee, any predecessor Trustee and its agents the Agents (which, for purposes of this paragraph, include such Trustee’s and Agents’ affiliates, officers, directors, employees and agents) and in any other capacity the Trustee may serve hereunder for, and hold them harmless against, any and all loss, damage, claims claim, proceedings, demands, costs, expense or liability including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee or franchise, doing business or other similar taxes imposed on the Trustee), liability or expense ) incurred by them except for such actions to the extent caused by any negligence, bad faith Trustee or an Agent without negligence or willful misconduct on their part, arising out of or its part in connection with acceptance of administration of this trust and performance of any provision under this Indenture and any Intercreditor Agreement, including the reasonable costs properly incurred expenses and counsel fees and expenses of defending themselves itself against or investigating any claim or of liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties arising hereunder. The Trustee and the Agents shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents such Agent for which it may seek indemnity. However, provided that the failure by the Trustee or the Agent to provide such notice so notify the Issuer shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder. The Issuers may, at Issuer need not reimburse or indemnify against any loss liability or expense incurred by the request of the Trustee, Trustee through its own willful misconduct or negligence. The Issuer shall defend the claim and the Trustee or such Agent shall cooperate in the defense; provided that the Trustee defense (and may employ its agents subject to the claim may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such own counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee). The Issuers Issuer need not pay for any settlement made without their its written consent, which consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations in this Section 8.077.6, the Trustee and the Agents shall have a Lien claim prior to the Notes against all money or property held or collected by the TrusteeTrustee and the Agents, in its capacity as TrusteeTrustee or Agent, except money or property held in trust to pay principal and or premium, if any, Additional Amounts, if any, or interest on particular Notes. When the Trustee or an Agent incurs expenses or renders services after a the occurrence of an Event of Default specified in clause (7) of Section 7.01(86.1, the expenses (including the properly incurred fees and expenses of its agents and counsel) or 7.01(9) occurs, such expenses and the compensation for such the services shall be paid preferred over the status of the holders of the Notes in a proceeding under any Bankruptcy Law and are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding The Issuer’s obligations under this Section 7.6 and any other provision in claim arising hereunder shall survive the termination of this Indenture, the foregoing provisions resignation or removal of any Trustee or Agent, the discharge of the Issuer’s obligations pursuant to Article VIII and any rejection or termination under any Bankruptcy Law. Whenever the Trustee is bound to act under this Section 8.07 Indenture or any Intercreditor Agreement at the request or direction of the holders of the Notes, the Trustee shall survive the nevertheless not be so bound unless first indemnified and/or secured and/or prefunded to its satisfaction against all proceedings, claims and discharge demands to which it may render itself liable and all costs, charges, expenses and liabilities which it may incur by so doing. Whether or not therein expressly so provided, every provision of this Indenture or that in any way relates to the appointment of a successor TrusteeTrustee is subject to this Section 7.6.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunderas has been agreed to in writing signed by the Issuer and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to connection with the compensation for performance of its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconductduties under this Indenture. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers Issuer and the Guarantors shall indemnify each of the Trustee (or any predecessor Trustee Trustee) and its agents agents, employees, stockholders, Affiliates and directors and officers for, and hold them each harmless against, any and all loss, liability, damage, claims claim or expense (including reasonable fees and expenses of counsel), including taxes (other than taxes based upon, measured by or determined by on the income of the Trustee), liability or expense ) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s their rights, powers or duties hereunderunder this Indenture. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure to provide such notice shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of At the Trustee’s sole discretion, the Issuer or such Guarantor shall defend the claim and the Trustee shall cooperate and may participate in the defense; provided provided, however, that any settlement of a claim shall be approved in writing by the Trustee and if such settlement would result in an admission of liability by the Trustee or if such settlement would not be accompanied by a full release of the Trustee for all liability arising out of the events giving rise to such claim. Alternatively, the Trustee may at its agents subject to the claim may option have separate counsel of its own choosing and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that . To secure the Issuers shall not be required to pay such fees and expenses if the Issuers assume the TrusteeIssuer’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to secure the IssuersGuarantors’ payment obligations in this Section 8.077.7, the Trustee shall have a Lien prior to the Notes against on all assets or money or property held or collected by the Trustee, in its capacity as Trustee, except assets or money or property held in trust to pay principal and of or premium, if any, or interest on particular Notes. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(8) or 7.01(96.1(7) occurs, such expenses and the compensation for such services shall be paid are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing The provisions of this Section 8.07 7.7 shall survive the satisfaction and discharge termination of this Indenture or the appointment earlier resignation or removal of a successor the Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture trust including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunder. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity. The Issuer may, provided that failure subject to provide such notice the approval of the Trustee (which approval shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of the Trusteebe unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall Issuer will not be required to pay such fees and expenses if if, subject to the Issuers assume approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuers Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent (which shall not be unreasonably withheld)consent. The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(86.01(6) or 7.01(96.01 (7) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers shall Issuer agrees to pay to the Trustee from time to time such compensation as the Issuers and the Trustee shall from time to time agree be agreed upon in writing for its services hereunderservices. The Trustee’s compensation shall not be limited by any law on regarding compensation of a trustee of an express trust. The Issuers shall Issuer agrees to reimburse promptly the Trustee upon request for all reasonable disbursements, out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, each Agent against any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense (including reasonable attorneys’ fees and expenses) incurred by them except for such actions to the extent caused by any negligence, it without gross negligence or bad faith or willful misconduct on their part, its part arising out of or and in connection with the administration of this Indenture including Indenture, the reasonable performance of its respective duties hereunder, and the exercise of its rights hereunder including, without limitation, the costs and expenses of defending themselves itself against or investigating any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of the Trustee’s rights, its powers or duties hereunderunder this Indenture. The Issuer undertakes to indemnify the Trustee and each of the Agents and their affiliates against all losses, liabilities, including any and all tax liabilities, which, for the avoidance of doubt, shall include without limitation United States, Brazilian taxes and associated penalties, costs, claims, actions, damages, expenses or demands which any of them may incur or which may be made against any of them as a result of or in connection with the appointment of or the exercise of the powers and duties or rights by the Trustee or any Agent or its affiliates under this Indenture except as may result from its own gross negligence or willful misconduct. The Trustee and each Agent shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Trustee or such Agent to provide such notice so notify the Issuer shall not relieve the Issuers Issuer of their its obligations hereunder. If the Trustee or any Agent, as the case may be, determines in this Section 8.07. The Issuers mayits reasonable discretion that no conflict of interest (or potential conflict of interest) exists, at the request Issuer will be entitled to participate in the Trustee’s defense of the Trusteeclaim or such Agent’s defense of the claim, defend as the claim case may be, and the Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim or such Agent may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ payment obligations of the Issuer in this Section 8.077.06, the Trustee shall have a Lien lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as TrusteeTrustee or the Paying Agent, except money or property that held in trust to pay principal of and interest on particular Notes. The obligations of the Issuer pursuant to this Section 7.06 shall survive the payment of the Notes, resignation or removal of the Trustee or any Agent and the satisfaction, discharge and termination of this Indenture. When the Trustee incurs expenses after the occurrence of a Default or renders services after a Event of Default specified in Section 7.01(8) 6.01(h), the expenses are intended to constitute expenses of administration under any bankruptcy law. The Issuer acknowledges that none of the Trustee, the Paying Agent or 7.01(9) occurs, such expenses and the compensation for such services shall be paid any other Agent makes any representations as to the extent allowed under any Bankruptcy Law. Notwithstanding interpretation or characterization of the transactions herein undertaken for tax or any other provision purpose, in this Indenture, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge any jurisdiction. The Issuer represents that it has fully satisfied itself as to any tax impact of this Indenture before agreeing to the terms herein, and is responsible for any and all federal, state, local, income, franchise, withholding, value added, sales, use, transfer, stamp or other taxes imposed by any jurisdiction in respect of this Indenture. The Issuer agrees to pay any and all stamp and other documentary taxes or duties which may be payable in connection with the appointment execution, delivery, performance and enforcement of a successor Trusteethis Indenture by the Trustee or any Agent.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers and the Trustee for its services hereunder which compensation shall be agreed to from time to time agree in writing for its services hereunderby the Issuer and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon written request for all reasonable and documented out-of-pocket disbursements, expenses and advances (including reasonable and documented fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and documented compensation, disbursements and expenses of the Trustee’s agents agents, accountants, experts and counsel. The Issuers Issuer and the Company, jointly and severally, shall indemnify each of the Trustee or any predecessor Trustee and its agents agents, employees, officers, stockholders and directors for, and hold them harmless against, any and all loss, damageliability or expense, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture trust including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunder. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents agents, employees, officers, stockholders and directors for which it may seek indemnity, provided that failure to provide such notice shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of At the Trustee’s reasonable discretion, the Issuer shall defend the claim and the Trustee shall cooperate and may participate in the defense; provided that any settlement of a claim shall be approved in writing by the Trustee. Alternatively, the Trustee and may at its agents subject to the claim may option have separate counsel of its own choosing and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall Issuer will not be required to pay such fees and expenses if the Issuers assume it assumes the Trustee’s defense and there is no conflict of interest between the Issuers Issuer and the Trustee and its agents agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent (which shall not be unreasonably withheld)consent. The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer’s payment obligations Obligations in this Section 8.077.07, the Trustee shall have a Lien lien prior to the Notes Securities against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(8clause (f) or 7.01(9(g) of Section 6.01 occurs, such the expenses and the compensation for such the services shall be paid to the extent allowed allowable under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, The Issuer’s and the foregoing provisions of Company’s Obligations under this Section 8.07 7.07 and any claim arising hereunder shall survive the satisfaction and resignation or removal of any Trustee, the discharge of this Indenture the Issuer’s Obligations pursuant to Article 8 and any rejection or the appointment of a successor Trusteetermination under any Bankruptcy Law.

Compensation and Indemnity. The Co-Issuers shall pay to the Trustee (acting in any capacity hereunder) from time to time such reasonable compensation as the Co-Issuers and the Trustee shall from time to time agree in writing for its services hereunderrendered by it hereunder and under the Security Documents. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Co-Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it (acting in any capacity hereunder) in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith negligence or willful misconductmisconduct as finally adjudicated by a court of competent jurisdiction. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel. The Co-Issuers shall and the Guarantors shall, jointly and severally, indemnify each of the Trustee (acting in any capacity hereunder) or any predecessor Trustee and its officers, directors, employees and agents for, and hold them harmless against, any and all loss, damage, claims claims, liability or reasonable expenses, including taxes (other than taxes based upon, measured by or determined by the income of the Trusteesuch Person), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith negligence or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture trust or the Security Documents including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunderhereunder and including reasonable attorneys’ fees and expenses and court costs incurred in connection with any action, claim or suit brought to enforce the Trustee’s right to compensation, reimbursement or indemnification. The Trustee shall notify the Co-Issuers promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure to provide such notice shall not relieve the Issuers of their obligations in this Section 8.07. The Co-Issuers may, at the request of the Trustee, shall defend the claim and the Trustee shall cooperate in the defense; provided that the . The Trustee and its agents subject to the claim may have separate counsel and the Co-Issuers shall pay the reasonable fees and expenses of such counsel; provided, however, that the Co-Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Co-Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Co-Issuers need not pay for any settlement made without their its written consent, which consent (which shall not be unreasonably withheld). The Co-Issuers need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith the Trustee’s negligence or willful misconductmisconduct under this Indenture or the Security Documents as finally adjudicated by a court of competent jurisdiction. Notwithstanding anything to the contrary in this Indenture, to To secure the Co-Issuers’ payment obligations in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(86.01(10) or 7.01(9(11) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the Issuers and the Trustee parties shall agree in writing from time to time agree in writing for its services hereundertime. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer and the Guarantors, jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation, disbursements and expenses of the Trustee’s agents and counsel. The Issuers Issuer and the Guarantors, jointly and severally, shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them the Trustee harmless against, any and all loss, damage, claims claims, liability or expense (including attorneys’ fees and expenses and taxes (other than taxes based upon, measured by or determined by upon the income of the Trustee), liability or expense ) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or it in connection with the acceptance or administration of this Indenture trust and the performance of its duties hereunder (including the reasonable costs and expenses of enforcing this Indenture against any Issuer or any of the Guarantors (including this Section 7.07) or defending themselves itself against or investigating any claim whether asserted by any Holder, any Issuer or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of the Trustee’s rights, its powers or duties hereunder). The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Trustee to provide such notice so notify the Issuer shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder except to the extent actually prejudiced thereby. The Issuers may, at the request of the Trustee, Issuer shall defend the claim claim, and the Trustee shall cooperate in the defense; provided that the defense of such claim. The Trustee and its agents subject to the claim may have separate counsel if the Trustee shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Issuer and in the reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel, and the Issuers Issuer shall pay the reasonable and documented fees and expenses of any one such counsel; provided, however, that the Issuers shall not be required to pay separate counsel (as well as such fees and expenses if of one firm of local counsel in each jurisdiction in which the Issuers assume the Trustee’s defense primary counsel is not admitted to practice and there where local counsel is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trusteenecessary or advisable). The Issuers Issuer need not pay for any settlement made without their written its consent, which consent (which shall not be unreasonably withheld). The Issuers Issuer need not reimburse any expense or indemnify against any loss loss, damage, claim, liability or liability to the extent expense incurred as determined in a final judgment by a court of competent jurisdiction, by the Trustee through its the Trustee’s own willful misconduct or negligence, bad faith . The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or willful misconductthe earlier resignation or removal of the Trustee. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ payment obligations of the Issuer and the Guarantors in this Section 8.077.07, the Trustee shall have a Lien prior to the Notes against on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property that held in trust to pay principal principal, premium (if any) and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(86.01(6) or 7.01(9(7) hereof occurs, such the expenses and the compensation for such the services shall be paid (including the fees and expenses of its agents and counsel) are intended to the extent allowed constitute expenses of administration under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, The Trustee shall comply with the foregoing provisions of this Trust Indenture Act Section 8.07 shall survive 313(b)(2) to the satisfaction and discharge of this Indenture or the appointment of a successor Trusteeextent applicable.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such on each Payment Date reasonable compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunderunder this Indenture and the other Transaction Documents in accordance with the Priority of Payments and pursuant to the separate fee agreement between the Trustee and the Issuer. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers Issuer shall indemnify each of indemnify, defend and hold harmless the Trustee or any predecessor Trustee and its officers, directors, employees and agents for, for and hold them harmless against, against any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense (including attorneys’ fees) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with this Indenture including the reasonable costs and expenses of defending themselves against or investigating any claim or liability it in connection with the exercise or administration of this trust and the performance of any of its duties hereunder and under the Trustee’s rights, powers or duties hereunderother Transaction Documents. The Trustee shall notify the Issuers Issuer and the Trust Depositor promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Trustee to provide such notice so notify the Issuer and the Trust Depositor shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder or under the Trust Agreement. The Issuers may, at the request of the Trustee, defend the claim and the Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall not be required to pay such fees and expenses if the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers Issuer need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Trustee through its negligence, bad faith or the Trustee’s own willful misconduct, negligence or bad faith, except that the Trustee shall not be liable (i) for any error of judgment made by it in good faith unless it is proved that the Trustee was negligent in ascertaining the pertinent facts, (ii) for any action it takes or omits to take in good faith in accordance with directions received by it from the Holders of the Notes in accordance with the terms hereunder, or (iii) for interest on any money received by it except as the Trustee and the Issuer may agree in writing. Notwithstanding anything The Issuer shall assume (with the consent of the Trustee, such consent not to be unreasonably withheld) the contrary defense of claim for indemnification hereunder and any settlement of any such claim and pay all expenses in this Indentureconnection therewith, to secure including reasonable counsel fees. If the Issuers’ payment consent of the Trustee required in the immediately preceding sentence is unreasonably withheld, the Issuer is relieved of its indemnification obligations hereunder with respect thereto. The obligations of the Issuer set forth in this Section 8.076.07 are subject in all respects to Section 11.15(b). The Trustee hereby agrees not to cause the filing of a petition in bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect against the Issuer for the non-payment to the Trustee of any amounts provided by this Section 6.07 until at least one year and one day, or, if longer, the applicable preference period then in effect, after the payment in full of all Notes issued under this Indenture. The amounts payable to the Trustee pursuant to this Section 6.07 shall not, except as provided by Section 7.05 of the Sale and Servicing Agreement, exceed on any Payment Date the limitation on the amount thereof described in the Priority of Payments for such Payment Date and in the definition of Administrative Expenses in the Sale and Servicing Agreement; provided that (i) the Trustee shall not institute any proceeding for payment of any amount payable hereunder except in connection with an action pursuant to Section 5.03 or 5.04 for the enforcement of the lien of this Indenture for the benefit of the Noteholders and (ii) the Trustee may only seek to enforce payment of such amounts in conjunction with the enforcement of the rights of the Noteholders in the manner set forth in Section 5.04. The Trustee shall, subject to the Priority of Payments, receive amounts pursuant to this Section 6.07 and Section 7.05 of the Sale and Servicing Agreement, and only to the extent that the payment thereof would not result in an Event of Default and the failure to pay such amounts to the Trustee will not, by itself, constitute an Event of Default. Subject to Section 6.08, the Trustee shall continue to serve as Trustee under this Indenture notwithstanding the fact that the Trustee shall not have received amounts due it hereunder and hereby agrees not to cause the filing of a Lien prior petition in bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect against the Issuer for the nonpayment to the Trustee of any amounts provided by this Section 6.07 until at least one year and one day, or, if longer, the applicable preference period then in effect, after the payment in full of all Notes against all money issued under this Indenture. The Issuer’s payment obligations and indemnity to the Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and resignation or property held or collected by removal of the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a the occurrence of an Event of Default specified in Section 7.01(8clauses (vi) or 7.01(9(vii) occurs, such expenses and of the compensation for such services shall be paid definition of “Event of Default” with respect to the extent allowed Issuer, the expenses are intended to constitute expenses of administration under any Bankruptcy Law. Notwithstanding Title 11 of the United States Code or any other provision in this Indentureapplicable federal or state bankruptcy, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture insolvency or the appointment of a successor Trusteesimilar law.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee from time to time such compensation as the Issuers Issuer and the Trustee shall from time to time agree in writing for its services hereunder. The Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s 's negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s 's agents and counsel. The Issuers Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents agents, employees, officers, stockholders and directors for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this Indenture trust including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s 's rights, powers or duties hereunder. The Trustee shall notify the Issuers Issuer promptly of any claim asserted against the Trustee or any of its agents agents, employees, officers, stockholders and directors for which it may seek indemnity. The Issuer may, provided that failure subject to provide such notice the approval of the Trustee (which approval shall not relieve the Issuers of their obligations in this Section 8.07. The Issuers may, at the request of the Trusteebe unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense; provided that the . The Trustee and its agents agents, employees, officers, stockholders and directors subject to the claim may have separate counsel and the Issuers Issuer shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuers shall Issuer will not be required to pay such fees and expenses if if, subject to the Issuers assume approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s 's defense and there is no conflict of interest between the Issuers Issuer and the Trustee and its agents agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer need not pay for any settlement made without their its written consent (which shall not be unreasonably withheld)consent. The Issuers Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the Issuers’ Issuer's payment obligations in this Section 8.077.07, the Trustee shall have a Lien senior lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee. Without prejudice to its rights hereunder, except money or property held in trust to pay principal and interest on particular Notes. When when the Trustee incurs expenses or renders services after a Default specified in Section 7.01(86.01(5) or 7.01(9(6) occurs, such expenses and the compensation for such services (including the fees and expenses of its agent and counsel) shall be paid to constitute expenses of administration under the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. The Issuers Issuer shall pay to the Trustee Trustee, from time to time such time, reasonable compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel. The Issuers shall indemnify Issuer and each of the Trustee or any predecessor Subsidiary Guarantors shall indemnify the Trustee and its agents agents, employees, officers, stockholders and directors for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense (including reasonable attorneys’ fees and expenses) incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this trust including the cost and expense of enforcing this Indenture and the Securities against the Issuer or the Holders (including this Section 7.7) including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunder. The Trustee shall notify the Issuers Issuer and the Subsidiary Guarantors promptly of any claim asserted against the Trustee or any of its agents agents, employees, officers, stockholders and directors for which it may seek indemnity, provided that any failure to provide such notice so notify the Issuer or any of the Subsidiary Guarantors shall not relieve the Issuers Issuer of their its indemnity obligations in this Section 8.07hereunder. The Issuers Issuer and the Subsidiary Guarantors may, at subject to the request approval of the Trustee, defend the claim and the Trustee shall cooperate in the defense; provided that the . The Trustee and its agents agents, employees, officers, stockholders and directors subject to the claim may have separate counsel and the Issuers Issuer and the Subsidiary Guarantors shall pay the reasonable fees and expenses of such counsel; provided, however, that neither the Issuers Issuer nor any the Subsidiary Guarantors shall not be required to pay such fees and expenses if if, subject to the Issuers approval of the Trustee, they assume the Trustee’s defense and there is no conflict of interest between the Issuers Issuer, the Subsidiary Guarantors and the Trustee and its agents agents, employees, officers, stockholders and directors subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Issuer and the Subsidiary Guarantors need not pay for any settlement made without their its written consent, which consent (which shall not be unreasonably withheld), delayed or conditioned. The Issuers Issuer and the Subsidiary Guarantors need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to To secure the IssuersIssuer’s and the Subsidiary Guarantors’ payment obligations in this Section 8.077.7, the Trustee shall have a senior claim and Lien prior to the Notes Securities against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a an Event of Default specified in Section 7.01(8clause (vii) or 7.01(9(viii) of Section 6.1 occurs, such expenses and the compensation for such services are intended to constitute expenses of administration under any Bankruptcy Law and shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 7.7 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

Compensation and Indemnity. (a) The Issuers Issuer shall, or shall cause the Servicer to, pay to the Indenture Trustee from time to time such reasonable compensation as the Issuers and the Trustee shall from time to time agree in writing for its services hereunderpursuant to a fee agreement between the Servicer and the Indenture Trustee. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall, or shall cause the Servicer to, reimburse the Indenture Trustee upon request for all reasonable disbursementsout-of-pocket expenses, expenses disbursements and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the Indenture Trustee’s agents agents, counsel, accountants and counselexperts. The Issuers Issuer shall, or shall cause the Servicer to, indemnify each of and hold harmless the Indenture Trustee or any predecessor Trustee (and its agents forofficers, directors, employees, representatives and hold them harmless against, agents) against any and all loss, liability, damage, claims including taxes claim, tax (other than taxes based upon, measured by or determined by on the income of the Indenture Trustee), liability ) or expense (including any attorneys’ fees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them except for such actions to the extent caused by any negligencewithout willful misconduct, negligence or bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of transactions contemplated by this Indenture Indenture, including (i) the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, their powers or duties hereunderunder this Indenture or under any of the other Basic Documents and (ii) legal fees and expenses incurred in connection with any action or suit brought by the Indenture Trustee to enforce any indemnification or other obligation of the Issuer or Servicer, as applicable. The Indenture Trustee shall notify the Issuers Issuer and the Servicer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Indenture Trustee to provide such notice so notify the Issuer and the Servicer shall not relieve the Issuers Issuer or the Servicer of their its obligations in this Section 8.07hereunder. The Issuers mayshall cause the Servicer to defend any such claim, at the request of the Trustee, defend the claim and the Indenture Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall, or shall cause the Servicer to, pay the reasonable fees and expenses of such counsel; provided, however, that . Neither the Issuers shall not be required to pay such fees and expenses if Issuer nor the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Servicer need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Indenture Trustee through its negligencethe Indenture Trustee’s own willful misconduct, negligence or bad faith or willful misconduct. Notwithstanding anything to the contrary in this Indenture, to secure the Issuers’ payment obligations in this Section 8.07, the Trustee shall have as determined by a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after non-appealable order from a Default specified in Section 7.01(8) or 7.01(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions court of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trusteecompetent jurisdiction.

Compensation and Indemnity. The Issuers (a) Pursuant to Section 8.7 and subject to Section 6.10 herein, the Issuer shall, or shall cause the Servicer to, pay to the Indenture Trustee from time to time such compensation as agreed to in writing between the Issuers Servicer and the Indenture Trustee shall from time to time agree in writing for its services hereunderservices. The Indenture Trustee’s 's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers Issuer shall or shall cause the Servicer to reimburse the Indenture Trustee upon request for all reasonable disbursements, out-of-pocket expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it it, including costs of collection, in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees compensation and expenses expenses, disbursements and advances of the Indenture Trustee’s agents 's agents, counsel, accountants and counselexperts. The Issuers Issuer shall or shall cause the Servicer to indemnify each of the Trustee or any predecessor Indenture Trustee and its respective officers, directors, employees and agents for, and hold them harmless against, against any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense (including attorneys' fees and expenses) incurred by each of them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with this Indenture including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise acceptance or the administration of this trust and the performance of its duties hereunder or under any of the Trustee’s rights, powers or duties hereunderother Basic Document. The Indenture Trustee shall notify the Issuers Issuer and the Servicer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity, provided that failure . Failure by the Indenture Trustee to provide such notice so notify the Issuer and the Servicer shall not relieve the Issuers Issuer of their its obligations in this Section 8.07hereunder or the Servicer of its obligations under Article VIII of the Sale and Servicing Agreement. The Issuers may, at Issuer shall or shall cause the request of the Trustee, Servicer to defend the claim and claim, the Indenture Trustee shall cooperate in the defense; provided that the Trustee and its agents subject to the claim may have separate counsel and the Issuers Issuer shall or shall cause the Servicer to pay the reasonable fees and expenses of such counsel; provided, however, that . Neither the Issuers shall not be required to pay such fees and expenses if Issuer nor the Issuers assume the Trustee’s defense and there is no conflict of interest between the Issuers and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuers Servicer need not pay for any settlement made without their written consent (which shall not be unreasonably withheld). The Issuers need not reimburse any expense or indemnify against any loss loss, liability or liability to the extent expense incurred by the Indenture Trustee through its negligence, bad faith or the Indenture Trustee's own willful misconduct. Notwithstanding anything to the contrary in this Indenture, to secure the Issuers’ payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes against all money negligence or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes. When the Trustee incurs expenses or renders services after a Default specified in Section 7.01(8) or 7.01(9) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law. Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 8.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trusteebad faith.