Compensation and Indemnity from Amended and Restated
Page ARTICLE I Definitions and Incorporation by Reference 2 SECTION 1.1. Definitions 2 SECTION 1.2. Other Interpretive Matters 30 SECTION 1.3. Incorporation by Reference of TIA 31 ARTICLE II The Notes 31 SECTION 2.1. Form 31 SECTION 2.2. Execution, Authentication and Delivery 32 SECTION 2.3. Temporary Notes 32 SECTION 2.4. Registration; Registration of Transfer and Exchange 33 SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes 34 SECTION 2.6. Persons Deemed Owner 35 SECTION 2.7. Payment of Principal and Interest; Defaulted Interest 36 SECTION 2.8. New Issuances 37 SECTION 2.9. Cancellation 38 SECTION 2.10. Book-Entry Notes 38 SECTION 2.11. Notices to Clearing Agency 39 SECTION 2.12. Definitive
Compensation and Indemnity. The Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services hereunder as the Issuer and the Indenture Trustee may agree in writing (which compensation shall not be limited by any law on compensation of a trustee of an express trust). The Issuer shall reimburse the Indenture Trustee upon its request, for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including reasonable attorneys' fees and expenses) incurred by them to the extent related to or arising out of the administration of this Indenture and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture against the Issuer (including this Section 6.7) and defending itself against or investigating any claims (whether asserted by the Issuer, any Noteholder or any other Person). The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Indenture Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee's own willful misconduct, negligence or bad faith.