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 for all services rendered by it hereunder and under the Collateral Documents (which shall be agreed to 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 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 bad 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 to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the Company and the Guarantors jointly and severally covenant and agree to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability, claim, damage or expense incurred without negligence or bad faith on the 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 itself against any claim or liability in the premises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. 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 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the 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 Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy 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 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 bad faithwillful 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. Subject to the further provisions of this paragraph, the The Company and the Guarantors also jointly and severally covenant covenants and agree agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold it them harmless against, any and all loss, liability, liability claim, damage or expense incurred without negligence or bad faith willful misconduct on the part of the Trusteetheir part, 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 itself themselves against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the premisesexercise 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 indemnity. 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 Indentureindemnification. The obligations of the Company under this Section 7.06 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes 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 NotesSecurities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(76.01(E) or (8) occursSection 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 Bankruptcy Lawapplicable 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 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 bad 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 to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the Company also covenants and the Guarantors jointly and severally covenant and agree agrees to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability, claim, damage or expense incurred without negligence or bad faith on the 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 's income) and including the costs and expenses of defending itself against any claim or liability in the premises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. 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 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the 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 Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy 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 for all services rendered by it hereunder and under the Collateral Documents (which shall be agreed to 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 bad 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. Subject to the further provisions of this paragraph, the The Company and the Guarantors also jointly and severally covenant covenants and agree agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold it them harmless against, any and all loss, liability, claim, damage liability or expense incurred without negligence or bad faith on the part of the Trusteetheir part, 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 itself themselves against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the premisesexercise or performance of any of the Trustee’s powers or duties hereunder, or in connection with the enforcement the provisions of this Section 7.07, except to the extent that such loss, liability or expense is due to their own 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 indemnity. 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 Indentureindemnification. The obligations of the Company under this Section 7.06 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes 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 NotesSecurities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(76.01(E) or (8) occursSection 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 Bankruptcy Lawapplicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive 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 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 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 persons 2.15.1 not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad 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 to make advances for the purpose of preserving such property or of discharging tax liens or or, other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the The Company also covenants and the Guarantors jointly and severally covenant and agree agrees to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability, claim, damage ' or expense incurred without negligence or bad faith on the 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 itself against any claim or liability in the premises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. 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 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes 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 holders of particular NotesSecurities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(7) or (8) occurs6.01, 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 Bankruptcy Lawbankruptcy law.

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 and under the Collateral Documents (which shall be agreed to 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, expenses and 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 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 bad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if The Company also covenants 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 to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the Company and the Guarantors jointly and severally covenant and agree agrees to indemnify the Trustee for, defend, and to hold it harmless the Trustee and its officers, directors, employees, representatives and agents from and against, any and all loss, liability, claim, damage or expense (including legal fees and expenses) incurred without gross negligence or bad faith on the part of the TrusteeTrustee 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 arising out of Taxes with respect to any amounts payable with respect to the transactions contemplated by this Indenture (other than taxes based on the Trustee’s income) Notes and including the costs and expenses of defending itself against any claim or liability in the premises. The Trustee shall notify the Company promptly premises and including, without limitation, any loss, liability, claim, damage or expense relating to or arising out of any claim for which it may seek indemnity. 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 IndentureEnvironmental Law. The obligations of the Company under this Section 7.06 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 Notes upon all property likelihood of such damage and funds held regardless of the form of action taken. The obligations of the Company under this Section 8.5 shall survive payment in full of the Notes, the resignation or collected by removal of the Trustee as such, except funds held in trust for and the benefit termination of the Holders of particular Notesthis 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 6.01(77.1(5), (6), (7) or (8) occurs, the expenses and the compensation for the such services are intended to constitute expenses of administration under any 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 LawCode.

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 and under the Collateral Documents (which shall be agreed to from time to time by the Company Issuer 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 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 or any of the Collateral Documents (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 bad faithfaith misapplication of monies. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if The Issuer covenants 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 to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the Company and the Guarantors jointly and severally covenant and agree agrees to indemnify the Trustee for, or any predecessor Trustee and their agents for and to hold it them harmless against, any and all loss, liability, claim, damage or expense incurred without negligence gross negligence, willful misconduct or bad faith misapplication of monies on the part of the TrusteeTrustee 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 arising out of the transactions contemplated by this Indenture (other than taxes based on the Trustee’s income) Taxes and including the costs and expenses of defending itself against any claim or liability in the premises. The Trustee Nothing in this Indenture shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim, and be construed to require 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 consentmake advances. The obligations of the Company and the Guarantors Issuer under this Section 7.06 9.5 shall survive ----------- payment in full of the Bonds, the resignation or removal of the Trustee and/or and the satisfaction and discharge or termination of this Indenture. The obligations of the Company under this Section 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by When the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. When the 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 6.01(78.1(g) or (8) h) occurs, the expenses and the -------------- --- compensation for the 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 Bankruptcy Lawamount 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 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 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 bad 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 to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the The Company also covenants and the Guarantors jointly and severally covenant and agree agrees to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability, claim, damage liability or expense incurred without negligence or bad faith on the 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 itself against any claim or liability in the premises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. 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 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes 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 Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawSecurities.

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 for all services rendered by it hereunder and under the Collateral Documents (which shall in such amounts as may be agreed to from time to time by the Company Trustee 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)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 or any of and the Collateral 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 bad 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 for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the Company The Issuer also covenants and the Guarantors jointly and severally covenant and agree agrees to indemnify the Trustee and its officers, directors, employees and agents for, and to hold it them harmless against, any and all loss, liability, claim, damage or expense (including the reasonable compensation and expenses and disbursements of its counsel) incurred without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including liability which hereunder and the Trustee may incur as a result performance of failure to withhold, pay or report taxes arising out its duties and the exercise of the transactions contemplated by its powers under this Indenture (other than taxes based on and the Trustee’s income) and Security Documents, including the costs and expenses of defending itself against any claim or liability in the premises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. 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 Issuer under this Section 7.06 4.6 shall constitute additional Indebtedness hereunder. The rights of the Trustee and the obligations of the Issuer under this Section 4.6 shall survive the resignation or removal of the Trustee and/or Trustee, the satisfaction payment of the Notes, and the satisfaction, discharge or termination of this Indenture. The obligations of the Company under this Section 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the 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 Notes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(78.1(d) or (8) occurse) 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 Bankruptcy Lawapplicable Federal or state bankruptcy, insolvency or other similar law.

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 Paying Agent and Note Registrar) such amount as shall be agreed upon in writing with the Issuer in full compensation for all services rendered by it hereunder and under the Collateral Documents (which shall be agreed to from time to time by the Company and the Trustee in writing hereunder for the period beginning on the Closing Date and which shall not be limited by any provision of law in regard to ending on 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 or any of the Collateral Documents (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 bad faithwillful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if The Issuer also covenants 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 to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the Company and the Guarantors jointly and severally covenant and agree agrees to indemnify each of the Trustee and each predecessor Trustee for, defend, and to hold it harmless each of the Trustee and each predecessor Trustee and their respective officers, directors, employees, representatives and agents from and against, any and all loss, liability, claim, damage or expense incurred without negligence or bad faith willful misconduct on the its part or any of the Trusteeits 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, without limitation, the costs and expenses of defending itself against any claim (whether against the Issuer, a Noteholder or any other Person) or liability and (ii) the exercise or performance or any of its rights, powers or duties hereunder and 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 itself against any claim or liability in the premises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. 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 consentTaxes. The obligations of the Company and the Guarantors Issuer under this Section 7.06 shall survive the resignation of the Trustee and/or the satisfaction and discharge or termination of this Indenture. constitute additional Indebtedness hereunder. (b) The obligations of the Company Issuer under this Section 7.06 8.5 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that survive payment in full of the Notes upon all property and funds held Notes, the resignation or collected by removal of the Trustee as such, except funds held and the termination of this Indenture for a period of three years after the redemption and payment in trust for the benefit full of the Holders of particular Notes. . (c) 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 6.01(7) or (8) occurs, the expenses and the compensation for the such services are intended to constitute expenses of administration under applicable bankruptcy, insolvency or other similar United States Federal or state law or analogous foreign law for the relief of debtors. (d) The Trustee shall have a lien prior to the Notes as to all property and funds held by it hereunder for any Bankruptcy Lawamount owing it or any predecessor Trustee pursuant to this Section 8.5, except with respect to (i) the indemnity to the Trustee contained in Section 8.5(a), (ii) all amounts held in the Reserve Account, and (iii) amounts held in the Interest Subaccount.

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 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 bad 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. Subject to the further provisions of this paragraph, the The Company also covenants and the Guarantors jointly and severally covenant and agree agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold it them harmless against, any and all loss, liability, claim, damage liability or expense incurred without negligence or bad faith on the part of the Trusteetheir part, 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 itself themselves against any claim (whether asserted by the Company, the Guarantor or any Holder or any other Person) or liability in connection with the premisesexercise or performance of any of the Trustee’s powers or duties hereunder, or in connection with the enforcement the provisions of this Section 7.06, except to the extent that such loss, liability or expense is due to their own 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 indemnity. 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 Indentureindemnification. The obligations of the Company under this Section 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes 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 NotesSecurities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(76.01(E) or (8) occursSection 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 Law. The provisions of this Section 7.06 shall survive 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 6.5 to time, and the Trustee shall be entitled todeemed to apply to the Trustee in its capacities as Trustee, reasonable Paying Agent and Security Registrar) such amount as shall be agreed upon in writing with the Issuer in full compensation for all services rendered by it hereunder and under the Collateral Documents (which shall be agreed to from time to time by the Company and the Trustee in writing hereunder for the period beginning on the Closing Date and which shall not be limited by any provision ending upon the 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 or any of the Collateral Documents (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 bad faithwillful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if The Issuer also covenants 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 to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the Company and the Guarantors jointly and severally covenant and agree agrees to indemnify each of the Trustee and each predecessor Trustee for, defend, and to hold it harmless each of the Trustee and each predecessor Trustee and their respective officers, directors, employees, representatives and agents from and against, any and all loss, liability, claim, damage or expense incurred without negligence or bad faith willful misconduct on the its part or any of the Trusteeits 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, without limitation, the costs and expenses of defending itself against any claim (whether against the Issuer, a Securityholder or any other Person) or liability and (ii) the exercise or performance or any of its rights, powers or duties hereunder and 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 Taxes. (other than taxes based on the Trustee’s incomeb) and including the costs and expenses of defending itself against any claim or liability in the premises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. 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 Issuer under this Section 7.06 6.5 shall survive payment in full of the Securities, the resignation or removal of the Trustee and/or and the satisfaction and discharge or termination of this Indenture. The obligations Indenture for a period of three years after the redemption and payment in full of the Company under this Section 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by Securities. (c) When the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. When the 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 a Payment Default specified in Section 6.01(7) or (8) occurs, the expenses and the compensation for the such services are intended to constitute expenses of administration under applicable bankruptcy, insolvency or other similar United States Federal or state law or analogous foreign law for the relief of debtors. (d) The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any Bankruptcy Lawamount owing it or any predecessor Trustee pursuant to this Section 6.5, except with respect to (i) the indemnity to the Trustee contained in Section 6.5(a).

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 and under the Collateral Documents (which shall be agreed to 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, expenses and 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 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 bad 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 to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the The Company also covenants and the Guarantors jointly and severally covenant and agree agrees to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability, claim, damage or expense incurred without gross negligence or bad faith on the 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 itself against any claim or liability in the premises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. 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 7.06 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 Notes 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 Notes. When Company from all such property or funds if not otherwise paid by the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawCompany.

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 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 bad faithwillful 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. Subject to the further provisions of this paragraph, the The Company and the Guarantors also jointly and severally covenant covenants and agree agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold it them harmless against, any and all loss, liability, liability claim, damage or expense incurred without negligence or bad faith willful misconduct on the part of the Trusteetheir part, 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 itself themselves against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the premisesexercise 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 indemnityindemnification. The failure of the Trustee to provide such notice shall not relieve the Company shall defend of its obligations under this Section 7.07 except to the claim, extent actually prejudiced. All indemnifications and releases from liability granted hereunder to the Trustee shall cooperate in the defense. The Trustee may have separate counselextend to its officers, directors, employees, agents, attorneys, custodians, successors 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 Indenturepermitted assigns. The obligations of the Company under this Section 7.06 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes 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 NotesSecurities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(76.01(E) or (8) occursSection 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 Bankruptcy Lawapplicable 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. 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 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 bad 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 to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the The Company also covenants and the Guarantors jointly and severally covenant and agree agrees to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability, claim, damage or expense incurred without negligence or bad faith on the 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 itself against any claim or liability in the premises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. 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 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes 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 Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawSecurities.

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 and under the Collateral Documents (which shall be 135 agreed to from time to time by the Company Funding Corporation, the Partnership 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 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 or any of the Collateral Documents (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 bad faithfaith misapplication of monies. 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 to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the Company The Funding Corporation and the Guarantors Partnership also jointly and severally covenant and agree to indemnify the Trustee for, or any predecessor Trustee and their agents for and to hold it them harmless against, any and all loss, liability, claim, damage or expense incurred without negligence gross negligence, willful misconduct or bad faith misapplication of monies on the part of the TrusteeTrustee 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 arising out of the transactions contemplated by this Indenture (other than taxes based on the Trustee’s income) Taxes and including the costs and expenses of defending itself against any claim or liability in the premises. The Trustee Nothing in this Indenture shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim, and be construed to require 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 consentmake advances. The obligations of the Company Funding Corporation and the Guarantors Partnership under this Section 7.06 shall survive payment in full of the Bonds, the resignation or removal of the Trustee and/or and the satisfaction and discharge or termination of this Indenture. The 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 Company under this Section 7.06 Bankruptcy Code. The Trustee shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by have a lien Lien prior to that of the Notes upon Bonds as to all property and funds held by it hereunder for any amount owing it or collected by the any predecessor Trustee as suchpursuant to this Section 9.5, except with respect to funds held in trust for the benefit of the Holders of particular Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy LawBonds.

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 and under the Collateral Documents (which shall be agreed to from time to time by the Company Issuer 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 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 or any of the Collateral Documents (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 bad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if The Issuer also covenants 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 to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the Company and the Guarantors jointly and severally covenant and agree agrees to indemnify the Trustee for, defend, and to hold it harmless the Trustee and its officers, directors, employees, representatives and agents from and against, any and all loss, liability, claim, damage or expense incurred without gross negligence or bad faith on the part of the TrusteeTrustee 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 arising out of the transactions contemplated by this Indenture (other than taxes based on the Trustee’s income) Taxes and including the costs and expenses of defending itself against any claim or liability in the premises. The Trustee shall notify the Company promptly premises and including, without limitation, any loss, liability, claim, damage or expense relating to or arising out of any claim for which it may seek indemnity. 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 consentEnvironmental Law. The obligations of the Company and the Guarantors Issuer under this Section 7.06 shall constitute additional Indebtedness hereunder. In no event shall the Trustee be liable for special, indirect or consequential loss or damages whatsoever (including, but not limited to lost profits), even if the Trustee has been advised of the likelihood of such damage and regardless of the form of action taken. The obligations of the Issuer under this Section 11.5 shall survive payment in full of the Bonds, the resignation or removal of the Trustee and/or and the satisfaction and discharge or termination of this Indenture. The obligations of the Company under this Section 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by When the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. When the 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 6.01(710.1(f) or (8) a) occurs, the expenses and the compensation for the such services are intended to constitute expenses of administration under any 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 LawCode.

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 and under the Collateral Documents (which shall be agreed to from time to time by the Company Issuer 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 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 or any of the Collateral Documents (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 bad faith. If any property other than cash shall at any time be subject The Issuer also covenants and agrees 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 to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the Company and the Guarantors jointly and severally covenant and agree to fully indemnify the Trustee for, defend, and to hold it harmless the Trustee and its officers, directors, employees, representatives and agents from and against, any and all loss, liability, claim, damage or expense (including legal fees and expenses) incurred without gross negligence or bad faith on the part of the TrusteeTrustee 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 arising out of Taxes with respect to any amounts payable with respect to the transactions contemplated by this Indenture (other than taxes based on the Trustee’s income) Bonds and including the costs and expenses of defending itself against any claim or liability in the premises. The Trustee shall notify the Company promptly premises and including, without limitation, any loss, liability, claim, damage or expense relating to or arising out of any claim for which it may seek indemnity. 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 consentEnvironmental Law. The obligations of the Company and the Guarantors Issuer under this Section 7.06 shall constitute additional Indebtedness hereunder. In no event shall the Trustee be liable for special, indirect or consequential loss or damages whatsoever (including, but not limited to lost profits), even if the Trustee has been advised of the likelihood of such damage and regardless of the form of action taken. The obligations of the Issuer under this Section 9.5 shall survive payment in full of the Bonds, the resignation or removal of the Trustee and/or and the satisfaction and discharge or termination of this Indenture. The obligations of the Company under this Section 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by When the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. When the or any predecessor Trustee incurs expenses or renders services after an Event in connection with the performance of Default specified in Section 6.01(7) or its obligations hereunder (8) occurs, the expenses and the compensation for the including its services are intended to constitute expenses of administration under any Bankruptcy Law.as paying Northeast Generation Company 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 and under the Collateral Documents (which shall be agreed to from time to time by the Company Issuer 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 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 or any of the Collateral Documents (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 bad faith. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if The Issuer also covenants 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 to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the Company and the Guarantors jointly and severally covenant and agree agrees to indemnify the Trustee for, defend, and to hold it harmless the Trustee and its officers, directors, employees, representatives and agents from and against, any and all loss, liability, claim, damage or expense incurred without gross negligence or bad faith on the part of the TrusteeTrustee 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 arising out of the transactions contemplated by this Indenture (other than taxes based on the Trustee’s income) Taxes and including the costs and expenses of defending itself against any claim or liability in the premises. The Trustee shall notify the Company promptly premises and including, without limitation, any loss, liability, claim, damage or expense relating to or arising out of any claim for which it may seek indemnity. 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 consentEnvironmental Law. The obligations of the Company and the Guarantors Issuer under this Section 7.06 shall constitute additional Indebtedness hereunder. In no event shall the Trustee be liable for special, indirect or consequential loss or damages whatsoever (including, but not limited to lost profits), even if the Trustee has been advised of the likelihood of such damage and regardless of the form of action taken. The obligations of the Issuer under this Section 11.5 shall survive payment in full of the Bonds, the resignation or removal of the Trustee and/or and the satisfaction and discharge or termination of this Indenture. The obligations of the Company under this Section 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by When the Trustee as such, except funds held in trust for the benefit of the Holders of particular Notes. When the 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 6.01(710.1(f) or (8) a) occurs, the expenses and the compensation for the such services are intended to constitute expenses of administration under any 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 LawCode.

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 Paying Agent and Note Registrar) such amount as shall be agreed upon in writing with the Issuer in full compensation for its acceptance of this Indenture all services rendered by it hereunder and under the Collateral Documents (which shall be agreed to from time to time by the Company and the Trustee in writing 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 or any of (including, without limitation, the Collateral Documents (including 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 bad faithwillful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if The Issuer also covenants 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 to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the Company and the Guarantors jointly and severally covenant and agree agrees to indemnify each of the Trustee and each predecessor Trustee for, defend, and to hold it harmless each of the Trustee and each predecessor Trustee and their respective officers, directors, employees, representatives and agents from and against, any and all loss, liability, claim, damage damage, cost or expense incurred without negligence or bad faith willful misconduct on the its part or any of the Trusteeits employees, officers, arising out of or in connection with (i) 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 withholdincluding, pay or report taxes arising out of the transactions contemplated by this Indenture (other than taxes based on the Trustee’s income) and including without limitation, the costs and expenses of defending itself against any claim (whether against the Issuer, a Noteholder or any other Person) or liability in the premises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. 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 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the 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 Notes. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.and

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 for all services rendered by it hereunder and under the Collateral Documents (which shall in such amounts as may be agreed to from time to time by the Company Trustee 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)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 or any of and the Collateral 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 bad 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 for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the Company The Issuer also covenants and the Guarantors jointly and severally covenant and agree agrees to indemnify the Trustee and its officers, directors, employees and agents for, and to hold it them harmless against, any and all loss, liability, claim, damage or expense (including the reasonable compensation and expenses and disbursements of its counsel) incurred without negligence or bad faith on the part of the Trustee, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including liability which hereunder and the Trustee may incur as a result performance of failure to withhold, pay or report taxes arising out its duties and the exercise of the transactions contemplated by its powers under this Indenture (other than taxes based on and the Trustee’s income) and Security Documents, including the costs and expenses of defending itself against any claim or liability in the premises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. 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 Issuer under this Section 7.06 4.6 shall constitute additional indebtedness hereunder. The rights of the Trustee and the obligations of the Issuer under this Section 4.6 shall survive the resignation or removal of the Trustee and/or Trustee, the satisfaction payment of the Notes, and the satisfaction, discharge or termination of this Indenture. The obligations of the Company under this Section 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the 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 Notes. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(78.1(d) or (8) occurse) 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 Bankruptcy Lawapplicable Federal or state bankruptcy, insolvency or other similar 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 for all services rendered by it hereunder and under the Collateral Documents (which shall be agreed to 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 bad faithwillful 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. Subject to the further provisions of this paragraph, the The Company and the Guarantors also jointly and severally covenant covenants and agree agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold it them harmless against, any and all loss, liability, liability claim, damage or expense incurred without negligence or bad faith willful misconduct on the part of the Trusteetheir part, 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 itself themselves against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the premisesexercise 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 indemnityindemnification. The failure of the Trustee to provide such notice shall not relieve the Company shall defend of its obligations under this Section 7.07 except to the claim, extent actually prejudiced. All indemnifications and releases from liability granted hereunder to the Trustee shall cooperate in the defense. The Trustee may have separate counselextend to its officers, directors, employees, agents, attorneys, custodians, successors 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 Indenturepermitted assigns. The obligations of the Company under this Section 7.06 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes 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 NotesSecurities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(76.01(E) or (8) occursSection 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 Bankruptcy Lawapplicable 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 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 for all services rendered by it hereunder and under the Collateral Documents (which shall be agreed to from time to time by the Company Company, the Guarantor 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 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 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 bad 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. Subject to the further provisions Each of this paragraph, the Company and the Guarantors Guarantor also jointly and severally covenant covenants and agree agrees to indemnify the Trustee, any predecessor Trustee or their agents for, and to hold it them harmless against, any and all loss, liability, claim, damage liability or expense incurred without negligence or bad faith on the part of the Trusteetheir part, 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 itself themselves against any claim (whether asserted by the Company, the Guarantor or any Holder or any other Person) or liability in connection with the premisesexercise or performance of any of the Trustee’s powers or duties hereunder, or in connection with the enforcement the provisions of this Section 7.07, except to the extent that such loss, liability or expense is due to their own 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 indemnity. 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 consentindemnification. The obligations of the Company and the Guarantors Guarantor 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 7.06 7.07 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes 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 NotesSecurities. When the Trustee incurs expenses or renders services after in connection with an Event of Default specified in Section 6.01(76.01(F) or (8) occursSection 6.01(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 Bankruptcy Lawapplicable bankruptcy, insolvency, reorganization or other similar law. The provisions of this Section 7.07 shall survive 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 6.05 to time, and the Trustee shall be entitled todeemed to apply to the Trustee in its capacities as Trustee, reasonable Paying Agent and Note Registrar and to the Luxembourg Paying Agent and Luxembourg Transfer Agent) such amount as shall be agreed upon in writing with the Issuer in full compensation for its acceptance of this Indenture all services rendered by it hereunder and under the Collateral Documents (which shall be agreed to from time to time by the Company and the Trustee in writing 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 or any of (including, without limitation, the Collateral Documents (including 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 bad faithwillful misconduct. If any property other than cash shall at any time be subject to the lien of this Indenture, the Trustee, if The Issuer also covenants 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 to make advances for the purpose of preserving such property or of discharging tax liens or other prior liens or encumbrances thereon. Subject to the further provisions of this paragraph, the Company and the Guarantors jointly and severally covenant and agree agrees to indemnify each of the Trustee and each Authorized Agent and each predecessor Trustee and Authorized Agent for, defend, and to hold it 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 and all duly documented loss, liability, claim, damage damage, cost or expense incurred without negligence or bad faith willful misconduct on the its part or any of the Trusteeits employees, officers, representatives or agents arising out of or in connection with with (i) the acceptance or administration of the trust or trusts hereunderhereunder and this Indenture, including, without limitation, the costs and expenses of defending itself against any claim (whether against the Issuer, a Noteholder or any other Person) or liability and (ii) the exercise or performance or any of its rights, powers or duties hereunder and including liability which the Trustee or Authorized Agent 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 itself against any claim or liability in the premises. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. 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 consentTaxes. The obligations of the Company and the Guarantors Issuer 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 7.06 shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that . (b) The obligations of the Notes upon all property and funds held Issuer under this Section 6.05 shall survive payment in full of the Notes, the resignation or collected by removal of the Trustee as such, except funds held and the termination of this Indenture for a period of three years after the redemption and payment in trust for the benefit full of the Holders of particular Notes. . (c) When the Trustee or any Authorized Agent or any predecessor Trustee or Authorized Agent 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 6.01(7) or (8) occurs, the expenses and the compensation for the such services are intended to constitute expenses of administration under applicable bankruptcy, insolvency or other similar United States Federal or state law or analogous foreign law for the relief of debtors. (d) The Trustee and each Authorized Agent shall have a lien prior to the Notes as to all property and funds held by it hereunder for any Bankruptcy Lawamount owing it or any predecessor Trustee pursuant to this Section 6.05.