Common use of Compensation of Trustee and Its Lien Clause in Contracts

Compensation of Trustee and Its Lien. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall be agreed to in writing from time to time by the Company and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also jointly and severally covenants and agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold them harmless against, any loss, liability claim, damage or expense incurred without negligence or willful misconduct on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against 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 powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification. The obligations of the Company under this Section 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation of Trustee and Its Lien. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder and under the Collateral Documents (which shall be agreed to in writing from time to time by the Company and the Trustee in writing and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture or any of the Collateral Documents (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconductbad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Subject to the further provisions of this paragraph, the Company also and the Guarantors jointly and severally covenants covenant and agrees agree to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold them it harmless against, any and all loss, liability liability, claim, damage or expense incurred without negligence or willful misconduct bad faith on their partthe part of the Trustee, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including liability which the Trustee may incur as a result of failure to withhold, pay or report taxes arising out of the transactions contemplated by this Indenture (other than taxes based on the Trustee’s income) and including the costs and expenses of defending themselves itself against 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 powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheldpremises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnificationindemnity. The Company shall defend the claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company shall have no obligation to pay for any settlement of any such claim made without its consent. The obligations of the Company and the Guarantors under this Section 7.06 shall survive the resignation of the Trustee and/or the satisfaction and discharge or termination of this Indenture. The obligations of the Company under this Section 7.07 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 6.01(E6.01(7) or Section 6.01(F)(8) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this IndentureBankruptcy Law.

Compensation of Trustee and Its Lien. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall be agreed to in writing from time to time by the Company and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconductbad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Subject to the further provisions of this paragraph, the Company also jointly and severally covenants and agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold them it harmless against, any loss, liability liability, claim, damage or expense incurred without negligence or willful misconduct bad faith on their partthe part of the Trustee, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including liability which the Trustee may incur as a result of failure to withhold, pay or report taxes arising out of the transactions contemplated by this Indenture (other than taxes based on the Trustee's income) and including the costs and expenses of defending themselves itself against 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 powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheldpremises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnificationindemnity. The Company shall defend the claim, and the Trustee shall cooperate in the defense. The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company shall have no obligation to pay for any settlement of any such claim made without its consent. The obligations of the Company under this Section 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular SecuritiesNotes. When the Trustee incurs expenses or renders services in connection with after an Event of Default specified in Section 6.01(E6.01(7) or Section 6.01(F)(8) occurs, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this IndentureBankruptcy Law.

Compensation of Trustee and Its Lien. The Company jointly and severally covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall be agreed to in writing from time to time by the Company and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconductbad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also jointly and severally covenants and agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold them harmless against, any loss, liability claim, damage or expense incurred without negligence or willful misconduct bad faith on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against 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 powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage liability or expense is due to their own negligence negligence, bad faith or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification. The obligations of the Company under this Section 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable 41 charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation of Trustee and Its Lien. The Company Issuer covenants and agrees to pay to the Trustee (all references in this Section 4.6 to the Trustee shall be deemed to apply to the Trustee in its capacities as Trustee, Paying Agent and Securities Registrar) from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall for all services rendered by it hereunder in such amounts as may be agreed to in writing from time to time by the Company Trustee and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)Issuer, and, except as herein otherwise expressly provided, the Company Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture and the Security Documents (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employemployed by it) except any such expense, expense or disbursement or advance as may arise from its negligence or willful misconductbad faith. If any property other than cash shall at any time be subject to the lien Lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lienLien, shall be entitled (entitled, but shall not be required) , to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company Issuer also jointly and severally covenants and agrees to indemnify the TrusteeTrustee and its officers, any predecessor Trustee or their directors, employees and agents for, and to hold them harmless against, any loss, liability liability, claim, damage or expense (including the reasonable compensation and expenses and disbursements of its counsel) incurred without negligence or willful misconduct bad faith on their partthe part of the Trustee, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderhereunder and the performance of its duties and the exercise of its powers under this Indenture and the Security Documents, including the costs and expenses of defending themselves itself against 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 powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnificationpremises. The obligations of the Company Issuer under this Section 7.07 4.6 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that The rights of the Securities upon all property Trustee and funds held or collected by the Trustee as such, except funds held in trust for the benefit obligations of the Holders Issuer under this Section 4.6 shall survive the resignation or removal of particular Securitiesthe Trustee, the payment of the Notes, and the satisfaction, discharge or termination of this Indenture. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E8.1(d) or Section 6.01(F)(e) hereof, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency, reorganization insolvency or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation of Trustee and Its Lien. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall be agreed to in writing from time to time by the Company and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconductbad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also jointly and severally covenants and agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold them it harmless against, any loss, liability claim, damage or expense incurred without negligence or willful misconduct bad faith on their partthe part of the Trustee, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including liability which the Trustee may incur as a result of failure to withhold, pay or report taxes and including the costs and expenses of defending themselves itself against 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 powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnificationpremises. The obligations of the Company under this Section 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation of Trustee and Its Lien. The Company For so long as any of the Bonds shall remain outstanding, the Issuer covenants and agrees to pay to the Trustee (all references in this Section 11.5 to the Trustee shall be deemed to apply to the Trustee in its capacities as Trustee, Paying Agent and Security Registrar) from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall be agreed to in writing from time to time by the Company Issuer and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation NRG Northeast Generating Indenture ---------------------------------- -70- and the expenses reasonable expenses, advances and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, expense or disbursement or advance as may arise from its gross negligence or willful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereonbad faith. The Company Issuer also jointly and severally covenants and agrees to indemnify the Trustee, any predecessor Trustee or their agents for, defend, and to hold them harmless the Trustee and its officers, directors, employees, representatives and agents from and against, any loss, liability liability, claim, damage or expense incurred without gross negligence or willful misconduct bad faith on their partthe part of the Trustee or any of its employees, officers or agents, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderhereunder and this Indenture, including liability which the Trustee may incur as a result of failure to withhold, pay or report Taxes and including the costs and expenses of defending themselves itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of premises and including, without limitation, any of the Trustee’s powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due relating to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly arising out of any claim for which it may seek indemnificationEnvironmental Law. The obligations of the Company Issuer under this Section 7.07 shall constitute additional indebtedness Indebtedness hereunder. Such additional indebtedness In no event shall the Trustee be secured by a lien prior liable for special, indirect or consequential loss or damages whatsoever (including, but not limited to that lost profits), even if the Trustee has been advised of the Securities upon all property likelihood of such damage and funds held or collected by the Trustee as such, except funds held in trust for the benefit regardless of the Holders form of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar lawaction taken. The provisions obligations of the Issuer under this Section 7.07 11.5 shall survive payment in full of the Bonds, the resignation or removal of the Trustee and the termination of this Indenture. When the Trustee or any predecessor Trustee incurs expenses or renders services in connection with the performance of its obligations hereunder (including its services as paying agent, if so appointed by the Issuer) after an Event of Default specified in Section 10.1(f) or (a) occurs, the expenses and compensation for such services are intended to constitute expenses of administration under applicable bankruptcy, insolvency or other similar United States Federal or state law to the extent provided in Section 503(b)(5) of the Federal Bankruptcy Code.

Compensation of Trustee and Its Lien. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall be agreed to in writing from time to time by the Company and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconductbad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also jointly and severally covenants and agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold them it harmless against, any loss, liability liability, claim, damage or expense incurred without negligence or willful misconduct bad faith on their partthe part of the Trustee, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including liability which the Trustee may incur as a result of failure to withhold, pay or report taxes and including the costs and expenses of defending themselves itself against 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 powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnificationpremises. The obligations of the Company under this Section 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation of Trustee and Its Lien. The Company covenants For so long as any of the Bonds shall remain outstanding, the Funding Corporation and agrees the Partnership jointly and severally covenant and agree to pay to the Trustee (all references in this Section 9.5 to the Trustee shall be deemed to apply to the Trustee in its capacities as Trustee, Paying Agent, Securities Intermediary and Security Registrar) from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall be 135 agreed to in writing from time to time by the Company Funding Corporation, the Partnership and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company will Funding Corporation and the Partnership shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons Persons not regularly in its employ) except any such expense, expense or disbursement or advance as may arise from its negligence gross negligence, willful misconduct or willful misconduct. If any property other than cash shall at any time be subject to the lien bad faith misapplication of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereonmonies. The Company Funding Corporation and the Partnership also jointly and severally covenants covenant and agrees agree to indemnify the Trustee, Trustee or any predecessor Trustee or and their agents for, for and to hold them harmless against, any loss, liability liability, claim, damage or expense incurred without negligence or gross negligence, willful misconduct or bad faith misapplication of monies on their partthe part of the Trustee or any of its employees, officers, affiliates or agents, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including liability which the Trustee may incur as a result of failure to withhold, pay or report Taxes and including the costs and expenses of defending themselves itself against 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 premises. Nothing in this Indenture shall be construed to require the Trustee’s powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except Trustee to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnificationmake advances. The obligations of the Company Funding Corporation and the Partnership under this Section 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that survive payment in full of the Securities upon all property and funds held or collected by the Trustee as suchBonds, except funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture. When the Trustee or any predecessor Trustee incurs expenses or renders services in connection with the performance of its obligations hereunder (including its services as Paying Agent, if so appointed by the Funding Corporation and the Partnership) after an Event of Default specified in Section 8.1(g) or (h) occurs, the expenses and compensation for such services are intended to constitute expenses of administration under applicable bankruptcy, insolvency or other similar United States federal or state law to the extent provided in Section 503(b)(5) of the Bankruptcy Code. The Trustee shall have a Lien prior to the Bonds as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 9.5, except with respect to funds held in trust for the benefit of the Holders of particular Bonds.

Compensation of Trustee and Its Lien. The Company For so long as any of the Bonds shall remain outstanding, the Issuer covenants and agrees to pay to the Trustee (all references in this Section 9.5 to the Trustee shall be deemed to apply to the Trustee in its capacities as Trustee, Paying Agent and Security Registrar) from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall be agreed to in writing from time to time by the Company Issuer and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses reasonable expenses, advances and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, expense or disbursement or advance as may arise from its gross negligence or willful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereonbad faith. The Company Issuer also jointly and severally covenants and agrees to fully indemnify the Trustee, any predecessor Trustee or their agents for, defend, and to hold them harmless the Trustee and its officers, directors, employees, representatives and agents from and against, any and all loss, liability liability, claim, damage or expense (including legal fees and expenses) incurred without gross negligence or willful misconduct bad faith on their partthe part of the Trustee or any of its employees, officers or agents, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderhereunder and this Indenture, including liability which the Trustee may incur as a result of failure to withhold, pay or report Taxes with respect to any amounts payable with respect to the Bonds and including the costs and expenses of defending themselves itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of premises and including, without limitation, any of the Trustee’s powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due relating to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly arising out of any claim for which it may seek indemnificationEnvironmental Law. The obligations of the Company Issuer under this Section 7.07 shall constitute additional indebtedness Indebtedness hereunder. Such additional indebtedness In no event shall the Trustee be secured by a lien prior liable for special, indirect or consequential loss or damages whatsoever (including, but not limited to that lost profits), even if the Trustee has been advised of the Securities upon all property likelihood of such damage and funds held or collected by the Trustee as such, except funds held in trust for the benefit regardless of the Holders form of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar lawaction taken. The provisions obligations of the Issuer under this Section 7.07 9.5 shall survive payment in full of the Bonds, the resignation or removal of the Trustee and the termination of this Indenture.. When the Trustee or any predecessor Trustee incurs expenses or renders services in connection with the performance of its obligations hereunder (including its services as paying Northeast Generation Company Indenture --------------------------------------

Compensation of Trustee and Its Lien. (a) The Company Issuer covenants and agrees to pay to the Trustee from time (all references in this Section 6.05 to time, and the Trustee shall be entitled todeemed to apply to the Trustee in its capacities as Trustee, reasonable compensation (which Paying Agent and Note Registrar and to the Luxembourg Paying Agent and Luxembourg Transfer Agent) such amount as shall be agreed to upon in writing from time to time with the Issuer in full compensation for its acceptance of this Indenture all services rendered by the Company and the Trustee and which all Paying Agents hereunder for the period beginning on the Closing Date and ending on the Maturity Date. The Trustee’s compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust), and, except . Except as herein otherwise expressly providedagreed in writing by the Issuer and the Trustee, the Company Issuer will pay or reimburse the Trustee and each Authorized Agent upon its their request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee or an Authorized Agent in accordance connection with any of the provisions negotiation, acceptance and administration of this Indenture (including including, without limitation, the reasonable compensation and the expenses reasonable and duly documented expenses, advances and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, expense or disbursement or advance as may arise from shall be determined to have been caused by its own negligence or willful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company Issuer also jointly and severally covenants and agrees to indemnify each of the Trustee, any Trustee and each Authorized Agent and each predecessor Trustee or their agents and Authorized Agent for, defend, and to hold them harmless each of the Trustee and Authorized Agent and each predecessor Trustee and Authorized Agent and their respective officers, directors, employees, representatives and agents from and against, any duly documented loss, liability liability, claim, damage damage, cost or expense incurred without negligence or willful misconduct on their partits part or any of its employees, officers, representatives or agents arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against 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 powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification. The obligations of the Company under this Section 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture.with

Compensation of Trustee and Its Lien. The Company For so long as any of the Bonds shall remain outstanding, the Issuer covenants and agrees to pay to the Trustee (all references in this Section 11.5 to the Trustee shall be deemed to apply to the Trustee in its capacities as Trustee, Paying Agent and Security Registrar) from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall be agreed to in writing from time to time by the Company Issuer and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation NRG Northeast Generating Indenture 76 -70- and the expenses reasonable expenses, advances and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, expense or disbursement or advance as may arise from its gross negligence or willful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereonbad faith. The Company Issuer also jointly and severally covenants and agrees to indemnify the Trustee, any predecessor Trustee or their agents for, defend, and to hold them harmless the Trustee and its officers, directors, employees, representatives and agents from and against, any loss, liability liability, claim, damage or expense incurred without gross negligence or willful misconduct bad faith on their partthe part of the Trustee or any of its employees, officers or agents, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderhereunder and this Indenture, including liability which the Trustee may incur as a result of failure to withhold, pay or report Taxes and including the costs and expenses of defending themselves itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of premises and including, without limitation, any of the Trustee’s powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due relating to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly arising out of any claim for which it may seek indemnificationEnvironmental Law. The obligations of the Company Issuer under this Section 7.07 shall constitute additional indebtedness Indebtedness hereunder. Such additional indebtedness In no event shall the Trustee be secured by a lien prior liable for special, indirect or consequential loss or damages whatsoever (including, but not limited to that lost profits), even if the Trustee has been advised of the Securities upon all property likelihood of such damage and funds held or collected by the Trustee as such, except funds held in trust for the benefit regardless of the Holders form of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar lawaction taken. The provisions obligations of the Issuer under this Section 7.07 11.5 shall survive payment in full of the Bonds, the resignation or removal of the Trustee and the termination of this Indenture. When the Trustee or any predecessor Trustee incurs expenses or renders services in connection with the performance of its obligations hereunder (including its services as paying agent, if so appointed by the Issuer) after an Event of Default specified in Section 10.1(f) or (a) occurs, the expenses and compensation for such services are intended to constitute expenses of administration under applicable bankruptcy, insolvency or other similar United States Federal or state law to the extent provided in Section 503(b)(5) of the Federal Bankruptcy Code.

Compensation of Trustee and Its Lien. (a) The Company Issuer covenants and agrees to pay to the Trustee from time (all references in this Section 6.5 to time, and the Trustee shall be entitled todeemed to apply to the Trustee in its capacities as Trustee, reasonable compensation (which Paying Agent and Security Registrar) such amount as shall be agreed to upon in writing from time to time with the Issuer in full compensation for all services rendered by the Company Trustee hereunder for the period beginning on the Closing Date and ending upon the Trustee and which shall not be limited by any provision full redemption of law in regard to the compensation of a trustee of an express trust), and, except Securities. Except as herein otherwise expressly provided, the Company Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses reasonable expenses, advances and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, expense or disbursement or advance as may arise from shall be determined to have been caused by its own negligence or willful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company Issuer also jointly and severally covenants and agrees to indemnify each of the Trustee, any Trustee and each predecessor Trustee or their agents for, defend, and to hold them harmless each of the Trustee and each predecessor Trustee and their respective officers, directors, employees, representatives and agents from and against, any loss, liability liability, claim, damage or expense incurred without negligence or willful misconduct on their partits part or any of its employees, officers or agents, arising out of or in connection with (i) the acceptance or administration of the trust or trusts hereunderhereunder and this Indenture, including including, without limitation, the costs and expenses of defending themselves itself against any claim (whether asserted by against the Company or any Holder Issuer, a Securityholder or any other Person) or liability in connection with and (ii) the exercise or performance of or any of the Trustee’s its rights, powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, hereunder and including liability which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification. The obligations of the Company under this Section 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee may incur as sucha result of failure to withhold, except funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses pay or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenturereport Taxes.

Compensation of Trustee and Its Lien. The For so long as any of the Bonds shall remain Outstanding, the Company covenants and agrees to pay to the Trustee (all references in this Section 10.5 to the Trustee shall be deemed to apply to the Trustee in its capacities as Trustee, Paying Agent and Securities Registrar) from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall be agreed to in writing from time to time by the Company and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, expense or disbursement or advance as may arise from its gross negligence or willful misconductbad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also jointly and severally covenants and agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold them it harmless against, any loss, liability liability, claim, damage or expense incurred without gross negligence or willful misconduct bad faith on their partthe part of the Trustee, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including liability which the Trustee may incur as a result of failure to withhold, pay or report taxes and including the costs and expenses of defending themselves itself against 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 powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnificationpremises. The obligations of the Company under this Section 7.07 shall constitute additional indebtedness hereunder. Such Notwithstanding anything contained in this Indenture to the contrary, such additional indebtedness shall be secured by a lien prior to that of the Securities Bonds upon all property and funds held or collected by the Trustee or Collateral Agent as such, except funds held in trust for such and the benefit Trustee shall have the right to satisfy such obligations of the Holders of particular Securities. When Company from all such property or funds if not otherwise paid by the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this IndentureCompany.

Compensation of Trustee and Its Lien. The Company For so long as ------------------------------------ any of the Bonds shall remain outstanding, the Issuer covenants and agrees to pay to the Trustee (all references in this Section 9.5 to the Trustee shall be ----------- deemed to apply to the Trustee in its capacities as Trustee, Paying Agent, Securities Intermediary, Collateral Agent, Intercreditor Agent, Administrative Agent and Security Registrar) from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall be agreed to in writing from time to time by the Company Issuer and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company will Issuer shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons Persons not regularly in its employ) except any such expense, expense or disbursement or advance as may arise from its negligence gross negligence, willful misconduct or willful misconduct. If any property other than cash shall at any time be subject to the lien bad faith misapplication of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereonmonies. The Company also jointly and severally Issuer covenants and agrees to indemnify the Trustee, Trustee or any predecessor Trustee or and their agents for, for and to hold them harmless against, any loss, liability liability, claim, damage or expense incurred without negligence or gross negligence, willful misconduct or bad faith misapplication of monies on their partthe part of the Trustee or any of its employees, officers, affiliates or agents, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including liability which the Trustee may incur as a result of failure to withhold, pay or report Taxes and including the costs and expenses of defending themselves itself against 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 premises. Nothing in this Indenture shall be construed to require the Trustee’s powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except Trustee to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnificationmake advances. The obligations of the Company Issuer under this Section 7.07 9.5 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that survive ----------- payment in full of the Securities upon all property and funds held or collected by the Trustee as suchBonds, except funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture. When the Trustee or any predecessor Trustee incurs expenses or renders services in connection with the performance of its obligations hereunder (including its services as Paying Agent, if so appointed by the Issuer) after an Event of Default specified in Section 8.1(g) or (h) occurs, the expenses and -------------- --- compensation for such services are intended to constitute expenses of administration under applicable bankruptcy, insolvency or other similar United States federal or state law to the extent provided in Section 503(b)(5) of the Bankruptcy Code. The Trustee shall have a Lien prior to the Bonds as to all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 9.5, except with respect to funds held in trust ----------- for the benefit of the Holders of particular Bonds.

Compensation of Trustee and Its Lien. (a) The Company Issuer covenants and agrees to pay to the Trustee from time (all references in this Section 6.5 to time, and the Trustee shall be entitled todeemed to apply to the Trustee in its capacities as Trustee, reasonable compensation (which Paying Agent and Note Registrar) such amount as shall be agreed to upon in writing from time to time with the Issuer in full compensation for its acceptance of this Indenture all services rendered by the Company and the Trustee and which all Paying Agents hereunder for the period beginning on the Closing Date and ending on the Maturity Date. The Trustee’s compensation shall not be limited by any provision of law in regard to the on compensation of a trustee of an express trust), and, except . Except as herein otherwise expressly providedagreed in writing by the Issuer and the Trustee, the Company Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee in accordance connection with any of the provisions negotiation, acceptance and administration of this Indenture (including including, without limitation, the reasonable compensation and the expenses reasonable expenses, advances and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, expense or disbursement or advance as may arise from shall be determined to have been caused by its own negligence or willful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company Issuer also jointly and severally covenants and agrees to indemnify each of the Trustee, any Trustee and each predecessor Trustee or their agents for, defend, and to hold them harmless each of the Trustee and each predecessor Trustee and their respective officers, directors, employees, representatives and agents from and against, any loss, liability liability, claim, damage damage, cost or expense incurred without negligence or willful misconduct on their partits part or any of its employees, officers, arising out of or in connection with (i) the acceptance or administration of the trust or trusts hereunderhereunder and this Indenture, including including, without limitation, the costs and expenses of defending themselves itself against any claim (whether asserted by against the Company or any Holder Issuer, a Noteholder or any other Person) or liability in connection with the exercise or performance of any of the Trustee’s powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification. The obligations of the Company under this Section 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture.and

Compensation of Trustee and Its Lien. The Each of the Company and the Guarantor jointly and severally covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall be agreed to in writing from time to time by the Company Company, the Guarantor and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company and the Guarantor will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconductbad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Each of the Company and the Guarantor also jointly and severally covenants and agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold them harmless against, any loss, liability claim, damage or expense incurred without negligence or willful misconduct bad faith on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against any claim (whether asserted by the Company Company, the Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of the Trustee’s powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage liability or expense is due to their own negligence negligence, bad faith or willful misconduct; provided, however, that the Company and the Guarantor need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company and the Guarantor promptly of any claim for which it may seek indemnification. The obligations of the Company and the Guarantor under this Section 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E6.01(F) or Section 6.01(F6.01(G), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation of Trustee and Its Lien. The For so long as any of the Notes shall remain outstanding, the Company covenants and agrees to pay to the Trustee (all references in this Section 8.5 to the Trustee shall be deemed to apply to the Trustee in its capacities as Trustee, Paying Agent and Security Registrar) from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which shall be agreed to in writing from time to time by the Company and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses reasonable expenses, advances and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, expense or disbursement or advance as may arise from its gross negligence or willful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereonbad faith. The Company also jointly and severally covenants and agrees to indemnify the Trustee, any predecessor Trustee or their agents for, defend, and to hold them harmless the Trustee and its officers, directors, employees, representatives and agents from and against, any and all loss, liability liability, claim, damage or expense (including legal fees and expenses) incurred without gross negligence or willful misconduct bad faith on their partthe part of the Trustee or American Ref-Fuel Company LLC Indenture any of its employees, officers or agents, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderhereunder and this Indenture, including liability which the Trustee may incur as a result of failure to withhold, pay or report Taxes with respect to any amounts payable with respect to the Notes and including the costs and expenses of defending themselves itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of premises and including, without limitation, any of the Trustee’s powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due relating to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly arising out of any claim for which it may seek indemnificationEnvironmental Law. The obligations of the Company under this Section 7.07 shall constitute additional indebtedness Indebtedness hereunder. Such additional indebtedness In no event shall the Trustee be secured by a lien prior liable for special, indirect or consequential loss or damages whatsoever (including, but not limited to that lost profits), even if the Trustee has been advised of the Securities upon all property likelihood of such damage and funds held or collected by the Trustee as such, except funds held in trust for the benefit regardless of the Holders form of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar lawaction taken. The provisions obligations of the Company under this Section 7.07 8.5 shall survive payment in full of the Notes, the resignation or removal of the Trustee and the termination of this Indenture. When the Trustee or any predecessor Trustee incurs expenses or renders services in connection with the performance of its obligations hereunder (including its services as paying agent, if so appointed by the Company) after an Event of Default specified in Section 7.1(5), (6), (7) or (8) occurs, the expenses and compensation for such services are intended to constitute expenses of administration under applicable bankruptcy, insolvency or other similar United States Federal or state law to the extent provided in Section 503(b)(5) of the Federal Bankruptcy Code.

Compensation of Trustee and Its Lien. The Company Issuer ------------------------------------ covenants and agrees to pay to the Trustee (all references in this Section 4.6 to the Trustee shall be deemed to apply to the Trustee in its capacities as Trustee, Paying Agent and Securities Registrar) from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall for all services rendered by it hereunder in such amounts as may be agreed to in writing from time to time by the Company Trustee and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust)Issuer, and, except as herein otherwise expressly provided, the Company Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture and the Security Documents (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employemployed by it) except exce pt any such expense, expense or disbursement or advance as may arise from its negligence or willful misconductbad faith. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. If any property other than cash shall at any time be subject to the lien Lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lienLien, shall be entitled (entitled, but shall not be required) , to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company Issuer also jointly and severally covenants and agrees to indemnify the TrusteeTrustee and its officers, any predecessor Trustee or their directors, employees and agents for, and to hold them harmless against, any loss, liability liability, claim, damage or expense (including the reasonable compensation and expenses and disbursements of its counsel) incurred without negligence or willful misconduct bad faith on their partthe part of the Trustee, arising out of or in connection with the acceptance or administration of the trust or trusts hereunderhereunder and the performance of its duties and the exercise of its powers under this Indenture and the Security Documents, including the costs and expenses of defending themselves itself against 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 powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnificationpremises. The obligations of the Company Issuer under this Section 7.07 4.6 shall constitute additional indebtedness Indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that The rights of the Securities upon all property Trustee and funds held or collected by the Trustee as such, except funds held in trust for the benefit obligations of the Holders Issuer under this Section 4.6 shall survive the resignation or removal of particular Securitiesthe Trustee, the payment of the Notes, and the satisfaction, discharge or termination of this Indenture. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E8.1(d) or Section 6.01(F)(e) hereof, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency, reorganization insolvency or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation of Trustee and Its Lien. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall be agreed to in writing from time to time by the Company and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconductbad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also jointly and severally covenants and agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold them harmless against, any loss, liability claim, damage or expense incurred without negligence or willful misconduct bad faith on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against any claim (whether asserted by the Company Company, the Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of the Trustee’s powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.077.06, except to the extent that such loss, liability, claim, damage liability or expense is due to their own negligence negligence, bad faith or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification. The obligations of the Company under this Section 7.07 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar lawBankruptcy Law. The provisions of this Section 7.07 7.06 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation of Trustee and Its Lien. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall be agreed to in writing from time to time by the Company and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also jointly and severally covenants and agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold them harmless against, any loss, liability claim, damage or expense incurred without negligence or willful misconduct on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against 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 powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification. The failure of the Trustee to provide such notice shall not relieve the Company of its obligations under this Section 7.07 except to the extent actually prejudiced. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, attorneys, custodians, successors and permitted assigns. The obligations of the Company under this Section 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. ACTIVE 255643008v.4 The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation of Trustee and Its Lien. (a) The Company Issuer covenants and agrees to pay to the Trustee from time (all references in this Section 8.5 to time, and the Trustee shall be entitled todeemed to apply to the Trustee in its capacities as Trustee, reasonable compensation (which Paying Agent and Note Registrar) such amount as shall be agreed to upon in writing from time to time with the Issuer in full compensation for all services rendered by the Company Trustee hereunder for the period beginning on the Closing Date and ending on the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except Stated Maturity Date. Except as herein otherwise expressly provided, the Company Issuer will pay or reimburse the Trustee upon its request for all reasonable expenses, expenses and disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses reasonable expenses, advances and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, expense or disbursement or advance as may arise from shall be determined to have been caused by its own negligence or willful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company Issuer also jointly and severally covenants and agrees to indemnify each of the Trustee, any Trustee and each predecessor Trustee or their agents for, defend, and to hold them harmless each of the Trustee and each predecessor Trustee and their respective officers, directors, employees, representatives and agents from and against, any loss, liability liability, claim, damage or expense incurred without negligence or willful misconduct on their partits part or any of its employees, officers or agents, arising out of or in connection with (i) the acceptance or administration of the trust or trusts hereunderhereunder and this Indenture, including including, without limitation, the costs and expenses of defending themselves itself against any claim (whether asserted by against the Company or any Holder Issuer, a Noteholder or any other Person) or liability in connection with and (ii) the exercise or performance of or any of the Trustee’s its rights, powers or duties hereunderhereunder and including liability which the Trustee may incur as a result of failure to withhold, pay or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnificationreport Taxes. The obligations of the Company Issuer under this Section 7.07 shall constitute additional indebtedness Indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture.

Compensation of Trustee and Its Lien. The Company jointly and severally covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall be agreed to in writing from time to time by the Company and the Trustee and which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as herein otherwise expressly provided, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or willful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if and to the extent authorized by a receivership or bankruptcy court of competent jurisdiction or by the supplemental instrument subjecting such property to such lien, shall be entitled (but shall not be required) to make advances from funds collected or held in trust by the Trustee as such for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. The Company also jointly and severally covenants and agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold them harmless against, any loss, liability claim, damage or expense incurred without negligence or willful misconduct on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against 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 powers or duties hereunder, or in connection with the enforcement of the provisions of this Section 7.07, except to the extent that such loss, liability, claim, damage or expense is due to their own negligence or willful misconduct; provided, however, that the Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Trustee shall notify the Company promptly of any claim for which it may seek indemnification. The failure of the Trustee to provide such notice shall not relieve the Company of its obligations under this Section 7.07 except to the extent actually prejudiced. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents, attorneys, custodians, successors and permitted assigns. The obligations of the Company under this Section 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(E) or Section 6.01(F), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive the resignation or removal of the Trustee and the termination of this Indenture.