Common use of Compensation, Expenses and Indemnification Clause in Contracts

Compensation, Expenses and Indemnification. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Company and the Trustee, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct. The Company covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or willful misconduct on the part of the Trustee or such officers, directors, employees and agents or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunder, including the costs and expenses of defending themselves against any claim (whether asserted by the Company, any holder or any other Person) of liability in the premises. The obligations of the Company under this Section 8.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances 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. The obligation of the Company under this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee and its agents and any authenticating agent actually incur expenses or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) of the form of Note with respect to the Company, such expenses actually incurred and the compensation for such services actually provided pursuant to the express terms of this Indenture are intended to constitute expenses of administration under any bankruptcy, insolvency or similar laws.

Compensation, Expenses and Indemnification. (a) The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee Paying Agent shall be entitled to, such compensation receive for all services rendered by it hereunder in any capacity (which shall not be limited by any provision under this Agreement and, upon the prior written approval of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Company and the TrusteeTrust, and the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee Paying Agent in accordance with any of the provisions provision of this Indenture Agreement (including the reasonable compensation and the reasonable expenses and disbursements of its counsel agents and counsel), the compensation set forth in Section 3.1 of all Persons not regularly in its employthe Administration Agreement. (b) except any such expense, disbursement or advance as The Trust shall be determined to have been caused by its own negligence or willful misconduct. The Company covenants to indemnify the Trustee Paying Agent for and hold it harmless against any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, liability or claim or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or willful misconduct on the part of the Trustee or such officers, directors, employees and agents or authenticating agent, as the case may be, and arising out of or in connection with the acceptance performance of its obligations under this Agreement and any reasonable cost or administration of this trust or in any other capacity hereunder, expense (including the reasonable costs of investigation, preparation for and defense of legal and/or administrative proceedings relating to a claim against it and reasonable attorneys' fees and disbursements) incurred in connection with any such loss, liability or claim, provided such loss, liability, claim or reasonable cost or expense is not the result of gross negligence, willful misfeasance or bad faith on its part in the performance of its duties hereunder or its reckless disregard of its duties or obligations hereunder. Notwithstanding the foregoing, it is understood that (i) the Trust shall not, in respect of the legal expenses of the Paying Agent in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of defending themselves more than one separate firm (in addition to any local counsel) and (ii) the Trust shall not be liable for any settlement of any proceeding effected without the written consent of the Trust, but if settled with such consent or if there be a final judgment for the third party claimant, the Trust agrees to indemnify the Paying Agent from and against any claim (whether asserted loss or liability by the Company, any holder reason of such settlement or any other Person) of liability in the premisesjudgment. The obligations of the Company under indemnification provided by this Section 8.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances 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. The obligation of the Company under this Section 5.4(b) shall survive the satisfaction and discharge termination of this Indenture. When the Trustee and its agents and any authenticating agent actually incur expenses or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) of the form of Note with respect to the Company, such expenses actually incurred and the compensation for such services actually provided pursuant to the express terms of this Indenture are intended to constitute expenses of administration under any bankruptcy, insolvency or similar lawsAgreement.

Compensation, Expenses and Indemnification. (a) The Company covenants and agrees to Trust shall pay to the Trustee from time to time, and the Trustee shall be entitled to, such Auction Agent an annual fee as compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to under this Agreement and the compensation of a trustee of an express trust) Broker-Dealer Agreements as mutually the Trust and the Auction Agent have agreed to from time to time in writing between the Company and the Trustee, and the Company will pay or time. (b) The Trust shall reimburse the Trustee Auction Agent upon its request for all reasonable out-of-pocket expenses, disbursements and advances reasonably incurred or made by the Trustee Auction Agent in accordance with any of the provisions provision of this Indenture Agreement and the Broker-Dealer Agreements (including the reasonable compensation and the reasonable expenses and disbursements of its counsel agents and of all Persons not regularly in its employ) counsel), except any such expense, expense or disbursement or advance as shall be determined attributable to have been caused by its own gross negligence or willful misconduct. The Company covenants In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) To the extent, if any, that a court of competent jurisdiction would enforce such agreement as not contrary to indemnify law or public policy, the Trustee Trust hereby agrees to keep fully indemnified, on an after-tax basis, the Auction Agent (in its capacity as Auction Agent and, if applicable, in its capacity as transfer agent, registrar, dividend paying agent and redemption price disbursing agent and any predecessor Trustee (or any officer, director or employee of the Trustee), in any other capacity under contemplated by this Indenture Agreement) and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or willful misconduct on the part of the Trustee or such officers, directors, employees and agents for and hold them harmless against any loss, liability or authenticating agentexpense incurred without gross negligence or willful misconduct on their part, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in Agreement and any other capacity hereunderBroker-Dealer Agreements, including the costs and expenses of defending themselves itself against any such claim or liability in connection with its exercise or performance of any of its rights or duties hereunder and thereunder (whether asserted which costs and expenses include the costs and expenses of the enforcement of this provision). (d) The Auction Agent, in any of its various capacities, shall hold funds uninvested unless otherwise directed by the CompanyTrust. In the event the Trust directs the Auction Agent to invest funds in money market accounts or other investments agreed upon between the Auction Agent and the Trust, any holder or any other Person) amounts of liability in the premises. The obligations of the Company under this Section 8.07 interest accrued to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall such invested funds will 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. The obligation of the Company under this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee and its agents and any authenticating agent actually incur expenses or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) of the form of Note with respect returned to the Company, such expenses actually incurred and the compensation for such services actually provided pursuant to the express terms of this Indenture are intended to constitute expenses of administration under any bankruptcy, insolvency or similar lawsTrust.

Compensation, Expenses and Indemnification. (a) The Company covenants and Guarantor agrees to pay to the Preferred Guarantee Trustee such compensation as the Guarantor and the Preferred Guarantee Trustee shall from time to time, and the Trustee shall be entitled to, such compensation time agree in writing for all services rendered by it the Preferred Guarantee Trustee hereunder in any capacity (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed and to from time to time in writing between the Company and the Trustee, and the Company will pay or reimburse the Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances reasonably (including the reasonable fees and expenses of its attorneys and agents) incurred or made by the Preferred Guarantee Trustee in accordance with any provision of this Preferred Securities Guarantee, except any expense as may be attributable to the negligence, bad faith or the willful misconduct of the provisions of this Indenture Preferred Guarantee Trustee. (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employb) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct. The Company covenants Guarantor agrees to indemnify the Preferred Guarantee Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them the Preferred Guarantee Trustee harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or negligence, willful misconduct or bad faith on the part of the Trustee or such officersits part, directors, employees and agents or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this the trust or in any other capacity trusts hereunder, including the reasonable costs and expenses (including reasonable legal fees and expenses) of defending themselves against itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. (whether asserted c) To the fullest extent permitted by applicable law, reasonable expenses (including reasonable legal fees) incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company, any holder or any other Person) of liability in the premises. The obligations of the Company under this Section 8.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien Guarantor prior to that the final disposition of the Notes such claim, demand, action, suit or proceeding upon all property and funds held or collected receipt by the Trustee as such, except funds held Guarantor of an undertaking in trust for form and substance satisfactory to the benefit of the holders of particular Notes. The obligation of the Company under this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee and its agents and any authenticating agent actually incur expenses or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) of the form of Note Guarantor (including with respect to such Indemnified Person's solvency) by or on behalf of the Company, Indemnified Person to repay such expenses actually incurred and amount if it shall be determined that the compensation for such services actually provided pursuant Indemnified Person is not entitled to the express terms of this Indenture are intended to constitute expenses of administration under any bankruptcy, insolvency or similar lawsbe indemnified as authorized in Section 8.2(a).

Compensation, Expenses and Indemnification. (a) The Company covenants and agrees to Fund shall pay to the Trustee Auction Agent from time to time, and the Trustee shall be entitled to, time such reasonable compensation for all services rendered by it hereunder under this Agreement and under the Broker-Dealer Agreements as shall be set forth in any capacity (which shall not be limited a separate writing signed by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Company Fund and the TrusteeAuction Agent, and subject to adjustments if the Company will pay Preferred Shares no longer are held of record by the Securities Depository or its nominee or if there shall be such other change as shall increase or decrease materially the Auction Agent’s obligations hereunder or under the Broker-Dealer Agreements. The fee provided for herein represents compensation for the services of the Auction Agent in conducting Auctions. (b) The Fund shall reimburse the Trustee Auction Agent upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee Auction Agent in accordance with any provision of this Agreement and of the provisions of this Indenture Broker-Dealer Agreements (including the reasonable compensation and the compensation, expenses and disbursements of its counsel agents and of all Persons not regularly in its employ) counsel), except any such expense, disbursement or advance as shall be determined attributable to have been caused by its own gross negligence or willful misconduct. , or that of its officers, directors or employees. (c) The Company covenants to Fund shall indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture Auction Agent and its officers, directors, employees and agents and any authenticating agent for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct on the part of the Trustee or such officers, directors, employees and agents or authenticating agent, as the case may be, and Auction Agent arising out of or in connection with its agency under this Agreement and under the acceptance or administration of this trust or in any other capacity hereunderBroker-Dealer Agreements, including the costs and expenses of defending themselves itself against any claim (whether asserted by the Company, any holder or any other Person) of liability in the premises. The obligations connection with its exercise or performance of the Company under this Section 8.07 to compensate or indemnify the Trustee any of its duties hereunder and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as suchthereunder, except funds held in trust for the benefit of the holders of particular Notes. The obligation of the Company under this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee and such as may result from its agents and any authenticating agent actually incur expenses gross negligence or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) of the form of Note with respect to the Companywillful misconduct, such expenses actually incurred and the compensation for such services actually provided pursuant to the express terms of this Indenture are intended to constitute expenses of administration under any bankruptcyor that its officers, insolvency directors or similar lawsemployees.

Compensation, Expenses and Indemnification. (a) The Company covenants and agrees Issuer shall pay the Auction Agent an amount equal to pay to 2.25% of the Trustee gross proceeds received by the Issuer from time to time, and the Trustee shall be entitled to, such compensation Depositary Shares sold in the Auction in consideration for all services to be rendered by it hereunder in any capacity the Auction Agent under this Agreement. (which b) The Issuer shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Company and the Trustee, and the Company will pay or reimburse the Trustee Auction Agent upon its written request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee Auction Agent in accordance with any of the provisions provision of this Indenture Agreement (including the reasonable compensation and the compensation, expenses and disbursements of its counsel agents and of all Persons not regularly in its employ) counsel), except any such expense, disbursement or advance as shall be determined attributable to have been caused by its own negligence bad faith, willful misconduct or willful misconductgross negligence. The Company covenants Auction Agent shall provide to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, Issuer any and all loss, liability, damage, claim or expense including taxes supporting documentation requested by the Issuer hereunder in connection with the Issuer’s obligation under this Section 4.3(b). (other than taxes based on c) The Issuer shall indemnify the income of the Trustee) incurred without negligence or willful misconduct on the part of the Trustee or such Auction Agent and its officers, directors, employees and agents or authenticating agent, as the case may befor, and hold each of them harmless against, any loss, claim, liability or expense incurred in connection with or arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunderAgreement, including the costs and expenses of defending themselves itself against any claim (whether asserted by the Company, any holder or any other Person) of liability in connection with its exercise or performance of any of its duties hereunder, except such as may result from its bad faith, willful misconduct or gross negligence, including, but not limited to, any loss, claim, liability or expense incurred in connection with (i) any breach of any representation or warranty made by the premises. The obligations of the Company Issuer under this Agreement, except, in the case of a breach of Section 8.07 3.1(d), to compensate the extent that any such loss, claim, liability or indemnify expense arises out of or is based upon an untrue statement or alleged untrue statement made in reliance upon and in conformity with written information furnished to the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected Issuer by the Trustee as suchAuction Agent expressly for use therein, except funds held in trust for the benefit of the holders of particular Notes. The obligation of the Company under this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee and its agents and (ii) any authenticating agent actually incur expenses claims asserted by any prospective bidder, Registered Bidder or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) of the form of Note Qualified Bidder with respect to the Companyperformance, such expenses actually incurred and the compensation for such services actually provided pursuant timeliness, or continued availability of information related to the express terms Auction, or the exercise of this Indenture are intended to constitute expenses of administration under any bankruptcy, insolvency or similar lawsdiscretion pursuant hereto by the Auction Agent.

Compensation, Expenses and Indemnification. (a) The Company covenants and agrees Issuer shall pay the Auction Agent on a monthly basis an amount equal to pay to 10 basis points times the Trustee from time to time, and principal amount of Securities sold in each Auction conducted during the Trustee shall be entitled to, such compensation previous month in consideration for all services to be rendered by it hereunder in any capacity the Auction Agent under this Agreement. (which b) The Issuer shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Company and the Trustee, and the Company will pay or reimburse the Trustee Auction Agent upon its written request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee Auction Agent in accordance with any of the provisions provision of this Indenture Agreement (including the reasonable compensation and the compensation, expenses and disbursements of its counsel agents and of all Persons not regularly in its employ) counsel), except any such expense, disbursement or advance as shall be determined attributable to have been caused by its own negligence bad faith, willful misconduct or willful misconductgross negligence. The Company covenants Auction Agent shall provide to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent for, and to hold them harmless against, Issuer any and all loss, liability, damage, claim or expense including taxes supporting documentation requested by the Issuer hereunder in connection with the Issuer’s obligation under this Section 4.3(b). (other than taxes based on c) The Issuer shall indemnify the income of the Trustee) incurred without negligence or willful misconduct on the part of the Trustee or such Auction Agent and its officers, directors, employees and agents or authenticating agent, as the case may befor, and hold each of them harmless against, any loss, claim, liability or expense incurred in connection with or arising out of or in connection with the acceptance or administration of this trust or in any other capacity hereunderAgreement, including the costs and expenses of defending themselves itself against any claim (whether asserted by the Company, any holder or any other Person) of liability in connection with its exercise or performance of any of its duties hereunder, except such as may result from its bad faith, willful misconduct or gross negligence, including, but not limited to, any loss, claim, liability or expense incurred in connection with (i) any breach of any representation or warranty made by the premises. The obligations of the Company Issuer under this Agreement, except, in the case of a breach of Section 8.07 3.1(d), to compensate the extent that any such loss, claim, liability or indemnify expense arises out of or is based upon an untrue statement or alleged untrue statement made in reliance upon and in conformity with written information furnished to the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected Issuer by the Trustee as suchAuction Agent expressly for use therein, except funds held in trust for the benefit of the holders of particular Notes. The obligation of the Company under this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee and its agents and (ii) any authenticating agent actually incur expenses claims asserted by any prospective bidder, Registered Bidder or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) of the form of Note Qualified Bidder with respect to the Companyperformance, such expenses actually incurred and the compensation for such services actually provided pursuant timeliness, or continued availability of information related to the express terms Auction, or the exercise of this Indenture are intended to constitute expenses of administration under any bankruptcy, insolvency or similar lawsdiscretion pursuant hereto by the Auction Agent.

Compensation, Expenses and Indemnification. (a) The Company covenants and Guarantor agrees to pay to the Preferred Guarantee Trustee such compensation as the Guarantor and the Preferred Guarantee Trustee shall from time to time, and the Trustee shall be entitled to, such compensation time agree in writing for all services rendered by it the Preferred Guarantee Trustee hereunder in any capacity (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed and to from time to time in writing between the Company and the Trustee, and the Company will pay or reimburse the Preferred Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances reasonably (including the reasonable fees and expenses of its attorneys and agents) incurred or made by the Preferred Guarantee Trustee in accordance with any provision of this Preferred Securities Guarantee, except any expense as may be attributable to the negligence, bad faith or the willful misconduct of the provisions of this Indenture Preferred Guarantee Trustee. (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employb) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct. The Company covenants Guarantor agrees to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent each Indemnified Person for, and to hold them each Indemnified Person harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or negligence, willful misconduct or bad faith on the part of the Trustee or such officersits part, directors, employees and agents or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this the trust or in any other capacity trusts hereunder, including the reasonable costs and expenses (including reasonable legal fees and expenses) of defending themselves against itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. (whether asserted c) To the fullest extent permitted by applicable law, reasonable expenses (including reasonable legal fees) incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company, any holder or any other Person) of liability in the premises. The obligations of the Company under this Section 8.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien Guarantor prior to that the final disposition of the Notes such claim, demand, action, suit or proceeding upon all property and funds held or collected receipt by the Trustee as such, except funds held Guarantor of an undertaking in trust for form and substance satisfactory to the benefit of the holders of particular Notes. The obligation of the Company under this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee and its agents and any authenticating agent actually incur expenses or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) of the form of Note Guarantor (including with respect to such Indemnified Person's solvency) by or on behalf of the Company, Indemnified Person to repay such expenses actually incurred and amount if it shall be determined that the compensation for such services actually provided pursuant Indemnified Person is not entitled to the express terms of this Indenture are intended to constitute expenses of administration under any bankruptcy, insolvency or similar lawsbe indemnified as authorized in Section 8.2(c).

Compensation, Expenses and Indemnification. (a) The Company covenants and agrees to Corporation shall pay to the Trustee from time to time, and the Trustee shall be entitled to, such Auction Agent an annual fee as compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to under this Agreement and the compensation of a trustee of an express trust) Broker- Dealer Agreements as mutually the Corporation and the Auction Agent have agreed to from time to time in writing between the Company and the Trustee, and the Company will pay or time. (b) The Corporation shall reimburse the Trustee Auction Agent upon its request for all reasonable out-of-pocket expenses, disbursements and advances reasonably incurred or made by the Trustee Auction Agent in accordance with any of the provisions provision of this Indenture Agreement and the Broker-Dealer Agreements (including the reasonable compensation and the reasonable expenses and disbursements of its counsel agents and of all Persons not regularly in its employ) counsel), except any such expense, expense or disbursement or advance as shall be determined attributable to have been caused by its own gross negligence or willful misconduct. The Company covenants In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) To the extent, if any, that a court of competent jurisdiction would enforce such agreement as not contrary to indemnify law or public policy, the Trustee Corporation hereby agrees to keep fully indemnified, on an after-tax basis, the Auction Agent (in its capacity as Auction Agent and, if applicable, in its capacity as transfer agent, registrar, dividend paying agent and redemption price disbursing agent and any predecessor Trustee (or any officer, director or employee of the Trustee), in any other capacity under contemplated by this Indenture Agreement) and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or willful misconduct on the part of the Trustee or such officers, directors, employees and agents for and hold them harmless against any loss, liability or authenticating agentexpense incurred without gross negligence or willful misconduct on their part, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in Agreement and any other capacity hereunderBroker-Dealer Agreements, including the costs and expenses of defending themselves itself against any such claim or liability in connection with its exercise or performance of any of its rights or duties hereunder and thereunder (whether asserted which costs and expenses include the costs and expenses of the enforcement of this provision). (d) The Auction Agent, in any of its various capacities, shall hold funds uninvested unless otherwise directed by the Company, any holder or any other Person) of liability in the premises. The obligations of the Company under this Section 8.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances 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. The obligation of the Company under this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee and its agents and any authenticating agent actually incur expenses or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) of the form of Note with respect to the Company, such expenses actually incurred and the compensation for such services actually provided pursuant to the express terms of this Indenture are intended to constitute expenses of administration under any bankruptcy, insolvency or similar lawsCorporation.

Compensation, Expenses and Indemnification. (a) The Company covenants and agrees to Corporation shall pay to the Trustee from time to time, and the Trustee shall be entitled to, such Auction Agent an annual fee as compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to under this Agreement and the compensation of a trustee of an express trust) Broker- Dealer Agreements as mutually the Corporation and the Auction Agent have agreed to from time to time in writing between the Company and the Trustee, and the Company will pay or time. (b) The Corporation shall reimburse the Trustee Auction Agent upon its request for all reasonable out-of-pocket expenses, disbursements and advances reasonably incurred or made by the Trustee Auction Agent in accordance with any of the provisions provision of this Indenture Agreement and the Broker-Dealer Agreements (including the reasonable compensation and the reasonable expenses and disbursements of its counsel agents and of all Persons not regularly in its employ) counsel), except any such expense, expense or disbursement or advance as shall be determined attributable to have been caused by its own gross negligence or willful misconduct. The Company covenants In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) To the extent, if any, that a court of competent jurisdiction would enforce such agreement as not contrary to indemnify law or public policy, the Trustee Corporation hereby agrees to keep fully indemnified, on an after-tax basis, the Auction Agent (in its capacity as Auction Agent and, if applicable, in its capacity as transfer agent, registrar, dividend paying agent and redemption price disbursing agent and any predecessor Trustee (or any officer, director or employee of the Trustee), in any other capacity under contemplated by this Indenture Agreement) and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or willful misconduct on the part of the Trustee or such officers, directors, employees and agents for and hold them harmless against any loss, liability or authenticating agentexpense incurred without gross negligence or willful misconduct on their part, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in Agreement and any other capacity hereunderBroker-Dealer Agreements, including the costs and expenses of defending themselves itself against any such claim or liability in connection with its exercise or performance of any of its rights or duties hereunder and thereunder (whether asserted which costs and expenses include the costs and expenses of the enforcement of this provision). (d) The Auction Agent, in any of its various capacities, shall hold funds uninvested unless otherwise directed by the CompanyCorporation. In the event the Corporation directs the Auction Agent to invest funds in money market accounts or other investments agreed upon between the Auction Agent and the Fund, any holder or any other Person) amounts of liability in the premises. The obligations of the Company under this Section 8.07 interest accrued to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall such invested funds will 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. The obligation of the Company under this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee and its agents and any authenticating agent actually incur expenses or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) of the form of Note with respect returned to the Company, such expenses actually incurred and the compensation for such services actually provided pursuant to the express terms of this Indenture are intended to constitute expenses of administration under any bankruptcy, insolvency or similar lawsFund.

Compensation, Expenses and Indemnification. (a) The Company covenants and agrees to shall pay to the Trustee Auction Agent from time to time, and the Trustee time such compensation as shall be entitled to, such compensation agreed upon in writing for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Company under this Agreement and the Trustee, and the Broker-Dealer Agreements. (b) The Company will pay or shall reimburse the Trustee Auction Agent upon its request for all reasonable out-of-pocket expenses, disbursements and advances reasonably incurred or made by the Trustee Auction Agent in accordance with any of the provisions provision of this Indenture Agreement and the Broker-Dealer Agreements upon submission of reasonably itemized invoices or statements therefore (including the reasonable compensation and the compensation, expenses and disbursements of its counsel agents and of all Persons not regularly in its employ) counsel), except any such expense, disbursement or advance as shall be determined and advances attributable to have been caused by its own negligence or willful misconduct. bad faith. (c) The Company covenants to shall indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent Auction Agent for, and to hold them it harmless against, any and all loss, liability, damageclaim, damage or expense, as incurred, and to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, arising out of or in connection with its agency or duties under this Agreement and the Broker-Dealer Agreements, including the reasonable costs and expenses of defending itself against any claim or liability in connection with its exercise or performance of any of its duties hereunder and thereunder, except such as may result from unreasonable refusal or failure to perform any of its duties or obligations hereunder or from its negligence or bad faith, provided that promptly after the Auction Agent becomes aware of any -------- fact or circumstance which might result in any such loss, liability, claim, damage or expense including taxes the Auction Agent (other than taxes based on i) shall have advised the income Company thereof with particularity in writing, provided that failure by the Auction Agent to give such notice shall not jeopardize the indemnification herein, except to the extent of actual prejudice arising therefrom; (ii) shall not have admitted liability for or compromised or settled any such loss, liability, claim, damage or expense without the prior written consent of the TrusteeCompany which shall not be unreasonably withheld or delayed; and (iii) incurred without negligence shall have permitted the Company, in the Auction Agent's name but at the Company's expense, to defend any claim made against the Auction Agent, employing counsel reasonably satisfactory to the Auction Agent and the Auction Agent has been reasonably responsive to the Company's reasonable requests for cooperation and assistance in connection therewith. In connection with any matter in respect of which indemnification may be claimed pursuant to this paragraph (c), the Auction Agent agrees to take or willful misconduct on the part of the Trustee or such officers, directors, employees and agents or authenticating agentrefrain from taking, as the case may be, the actions described in clauses (i), (ii) and arising out (iii) of the proviso of the preceding sentence. If the Auction Agent shall have admitted liability for, compromised or settled any loss, liability, claim, damage or expense in connection respect of which indemnification may be claimed hereunder with the acceptance or administration prior written consent of this trust or in the Company, the Company shall indemnify the Auction Agent as provided herein. In any other capacity hereundersuch proceeding, including the costs Auction Agent shall have the right to retain its own counsel, but the fees and expenses of defending themselves against such counsel shall be at the expense of the Auction Agent unless (i) the Company and the Auction Agent shall have mutually agreed to the retention of such counsel or (ii) the named parties to any claim such proceeding (whether asserted including any impleaded parties) include both the Company and the Auction Agent and representation of both parties by the Company, any holder same counsel would be inappropriate due to actual or any other Person) of liability in the premises. The obligations of the Company under this Section 8.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances 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. The obligation of the Company under this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee and its agents and any authenticating agent actually incur expenses or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) of the form of Note with respect to the Company, such expenses actually incurred and the compensation for such services actually provided pursuant to the express terms of this Indenture are intended to constitute expenses of administration under any bankruptcy, insolvency or similar lawspotential differing interests between them.

Compensation, Expenses and Indemnification. (a) The Company covenants and agrees to Fund shall pay to the Trustee Auction Agent from time to time, and the Trustee shall be entitled to, such time reasonable compensation for all services rendered by it hereunder under this Agreement and under the Broker-Dealer Agreements as shall be set forth in any capacity (which shall not be limited a separate writing signed by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Company Fund and the TrusteeAuction Agent, and subject to adjustments if the Company will pay Preferred Shares no longer are held of record by the Securities Depository or its nominee or if there shall be such other change as shall increase or decrease materially the Auction Agent's obligations hereunder or under the Broker-Dealer Agreements. (b) The Fund shall reimburse the Trustee Auction Agent upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee Auction Agent in accordance with any provision of this Agreement and of the provisions of this Indenture Broker-Dealer Agreements (including the reasonable compensation and the compensation, expenses and disbursements of its counsel agents and of all Persons not regularly in its employ) counsel), except any such expense, disbursement or advance as shall be determined attributable to have been caused by its own the Auction Agent's gross negligence or willful misconduct, upon submission to the Fund of reasonable documentation thereof. In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) The Company covenants to Fund shall indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture Auction Agent and its officers, directors, employees and agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without gross negligence or willful misconduct on the part of the Trustee or such officers, directors, employees and agents or authenticating agent, as the case may be, and Auction Agent arising out of or in connection with its agency under this Agreement and under the acceptance or administration of this trust or in any other capacity hereunderBroker-Dealer Agreements, including the costs and expenses of defending themselves against any claim (whether asserted by the Company, any holder or any other Person) of liability in the premises. The obligations connection with their exercise or performance of the Company under this Section 8.07 to compensate or indemnify the Trustee any of their duties hereunder and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as suchthereunder, except funds held in trust for the benefit of the holders of particular Notes. The obligation of the Company under this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee and such as may result from its agents and any authenticating agent actually incur expenses gross negligence or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) of the form of Note with respect to the Company, such expenses actually incurred and the compensation for such services actually provided pursuant to the express terms of this Indenture are intended to constitute expenses of administration under any bankruptcy, insolvency or similar lawswillful misconduct.

Compensation, Expenses and Indemnification. (a) The Company covenants and agrees to Trust shall pay to the Trustee Auction Agent from time to time, and the Trustee shall be entitled to, such time reasonable compensation for all services rendered by it hereunder under this Agreement and under the Broker-Dealer Agreements as shall be set forth in any capacity (which shall not be limited a separate writing signed by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from time to time in writing between the Company Trust and the TrusteeAuction Agent, and subject to adjustments if the Company will pay APS no longer are held of record by the Securities Depository or its nominee or if there shall be such other change as shall increase materially the Auction Agent's obligations hereunder or under the Broker-Dealer Agreements. (b) The Trust shall reimburse the Trustee Auction Agent upon its request for all reasonable expenses, disbursements and advances reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the compensation, expenses and disbursements of its counsel and of all Persons not regularly in its employ) counsel, except any such expense, disbursement or advance as shall be determined attributable to have been caused by its own negligence or willful misconduct. bad faith. (c) The Company covenants to Trust shall indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent Auction Agent for, and to hold them it harmless against, any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or willful misconduct bad faith on the its part of the Trustee or such officers, directors, employees and agents or authenticating agent, as the case may be, and arising out of or in connection with its agency under this Agreement and under the acceptance or administration of this trust or in any other capacity hereunderBroker-Dealer Agreements, including the costs and expenses of defending themselves itself against any claim (whether asserted by the Company, any holder or any other Person) of liability in connection with its exercise or performance of any of its duties hereunder and thereunder, except such as may result from its negligence or bad faith. (d) The Auction Agent shall, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against the premises. The obligations of the Company Trust under this Section 8.07 to compensate or indemnify 6.4, notify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall be secured by a lien prior to that Trust of the Notes upon commencement of such action, enclosing a copy of all property papers served, but the omission to so notify the Trust (i) will not relieve the Trust from any liability that it may have to the Auction Agent under the foregoing provision of this Section 6.4 unless, and funds held only to the extent that, such omission results in the forfeiture of substantive rights or collected defenses by the Trustee as suchTrust and (ii) will not, except funds held in trust for any event, relieve the benefit of the holders of particular Notes. The Trust from any other obligation of the Company under this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee and its agents and any authenticating agent actually incur expenses or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) of the form of Note with respect to the Company, such expenses actually incurred and the compensation for such services actually provided (other than pursuant to the express terms foregoing provision of this Indenture are intended Section 6.4) it may have under this Agreement. If any action, suit or proceeding shall be brought against the Auction Agent in respect of which indemnity may be sought against the Trust, such Auction Agent or such controlling person shall promptly notify the Trust, and the Trust may, at its option and upon notice to constitute the Auction Agent assume the defense thereof, including the employment of counsel and payment of all fees and expenses. The Auction Agent shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of administration such counsel shall be at the expense of the Auction Agent unless (i) the Trust has agreed in writing to pay such fees and expenses, (ii) the Trust has failed to assume the defense and employ counsel, or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both the Auction Agent and the Trust and the Auction Agent shall have been advised by its counsel reasonably acceptable to the Trust that representation of the Auction Agent and the Trust by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Trust shall not have the right to assume the defense of such action, suit or proceeding on behalf of the Auction Agent). The Trust shall not be liable for any bankruptcysettlement of any such action, insolvency suit or similar lawsproceeding effected without its written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Trust agrees to indemnify and hold harmless the Auction Agent, to the extent provided in the preceding paragraph against any loss, claim, damage, liability or expense by reason of such settlement or judgment.

Compensation, Expenses and Indemnification. (a) The Company covenants and agrees to Corporation shall pay to the Trustee from time to time, and the Trustee shall be entitled to, such Auction Agent an annual fee as compensation for all services rendered by it hereunder in any capacity (which shall not be limited by any provision of law in regard to under this Agreement and the compensation of a trustee of an express trust) Broker-Dealer Agreements as mutually the Corporation and the Auction Agent have agreed to from time to time in writing between the Company and the Trustee, and the Company will pay or time. (b) The Corporation shall reimburse the Trustee Auction Agent upon its request for all reasonable out-of-pocket expenses, disbursements and advances reasonably incurred or made by the Trustee Auction Agent in accordance with any of the provisions provision of this Indenture Agreement and the Broker-Dealer Agreements (including the reasonable compensation and the reasonable expenses and disbursements of its counsel agents and of all Persons not regularly in its employ) counsel), except any such expense, expense or disbursement or advance as shall be determined attributable to have been caused by its own gross negligence or willful misconduct. The Company covenants In no event shall the Auction Agent be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) To the extent, if any, that a court of competent jurisdiction would enforce such agreement as not contrary to indemnify law or public policy, the Trustee Corporation hereby agrees to keep fully indemnified, on an after-tax basis, the Auction Agent (in its capacity as Auction Agent and, if applicable, in its capacity as transfer agent, registrar, dividend paying agent and redemption price disbursing agent and any predecessor Trustee (or any officer, director or employee of the Trustee), in any other capacity under contemplated by this Indenture Agreement) and its agents and any authenticating agent for, and to hold them harmless against, any and all loss, liability, damage, claim or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or willful misconduct on the part of the Trustee or such officers, directors, employees and agents for and hold them harmless against any loss, liability or authenticating agentexpense incurred without gross negligence or willful misconduct on their part, as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in Agreement and any other capacity hereunderBroker-Dealer Agreements, including the costs and expenses of defending themselves itself against any such claim or liability in connection with its exercise or performance of any of its rights or duties hereunder and thereunder (whether asserted which costs and expenses include the costs and expenses of the enforcement of this provision). (d) The Auction Agent, in any of its various capacities, shall hold funds uninvested unless otherwise directed by the CompanyCorporation. In the event the Corporation directs the Auction Agent to invest funds in money market accounts or other investments agreed upon between the Auction Agent and the Fund, any holder or any other Person) amounts of liability in the premises. The obligations of the Company under this Section 8.07 interest accrued to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall such invested funds will 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. The obligation of the Company under this Section shall survive the satisfaction and discharge of this Indenture. When the Trustee and its agents and any authenticating agent actually incur expenses or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) of the form of Note with respect returned to the Company, such expenses actually incurred and the compensation for such services actually provided pursuant to the express terms of this Indenture are intended to constitute expenses of administration under any bankruptcy, insolvency or similar lawsFund.

Compensation, Expenses and Indemnification. (a) The Company covenants and Guarantor agrees to pay to the Capital Securities Guarantee Trustee such compensation as the Guarantor and the Capital Securities Guarantee Trustee shall from time to time, and the Trustee shall be entitled to, such compensation time agree in writing for all services rendered by it the Capital Securities Guarantee Trustee hereunder in any capacity (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed and to from time to time in writing between the Company and the Trustee, and the Company will pay or reimburse the Capital Securities Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances reasonably (including the reasonable fees and expenses of its attorneys and agents) incurred or made by the Capital Securities Guarantee Trustee in accordance with any of the provisions provision of this Indenture Capital Securities Guarantee. (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employb) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct. The Company covenants Guarantor agrees to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent each Indemnified Person for, and to hold them each Indemnified Person harmless against, against any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or negligence, willful misconduct or bad faith on the part of the Trustee or such officersits part, directors, employees and agents or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this the trust or in any other capacity trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending themselves against itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. (whether asserted c) To the fullest extent permitted by applicable law, reasonable out-of- pocket expenses (including reasonable legal fees) incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the CompanyGuarantor prior to the final disposition of such claim, any holder demand, action, suit or any other proceeding upon receipt by the Guarantor of an undertaking in form and substance satisfactory to the Guarantor (including with respect to such Indemnified Person's solvency) of liability in the premises. The obligations by or on behalf of the Company under Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified as authorized in Section 7.2(b). (d) The provisions set forth in this Section 8.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances 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. The obligation of the Company under this Section 7.2 shall survive the satisfaction and discharge termination of this Indenture. When the Trustee and its agents Capital Securities Guarantee and any authenticating agent actually incur expenses resignation or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) removal of the form of Note with respect to the Company, such expenses actually incurred and the compensation for such services actually provided pursuant to the express terms of this Indenture are intended to constitute expenses of administration under any bankruptcy, insolvency or similar lawsCapital Securities Guarantee Trustee.

Compensation, Expenses and Indemnification. (a) The Company covenants and Guarantor agrees to pay to the Capital Securities Guarantee Trustee compensation as the Guarantor and the Capital Securities Guarantee Trustee shall from time to time, and the Trustee shall be entitled to, such compensation time agree in writing for all services rendered by it the Capital Securities Guarantee Trustee hereunder in any capacity (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed and to from time to time in writing between the Company and the Trustee, and the Company will pay or reimburse the Capital Securities Guarantee Trustee upon its request for all reasonable expenses, disbursements and advances reasonably (including the reasonable fees and expenses of its attorneys and agents) incurred or made by the Capital Securities Guarantee Trustee in accordance with any of the provisions provision of this Indenture Capital Securities Guarantee. (including the reasonable compensation and the expenses and disbursements of its counsel and of all Persons not regularly in its employb) except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct. The Company covenants Guarantor agrees to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee), in any capacity under this Indenture and its agents and any authenticating agent each Indemnified Person for, and to hold them each Indemnified Person harmless against, against any and all loss, liability, damage, claim liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or negligence, willful misconduct or bad faith on the part of the Trustee or such officersits part, directors, employees and agents or authenticating agent, as the case may be, and arising out of or in connection with the acceptance or administration of this the trust or in any other capacity trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending themselves against itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. (whether asserted c) To the fullest extent permitted by applicable law, reasonable out-of- pocket expenses (including reasonable legal fees) incurred by an Indemnified Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the CompanyGuarantor prior to the final disposition of such claim, any holder demand, action, suit or any other proceeding upon receipt by the Guarantor of an undertaking in form and substance satisfactory to the Guarantor (including with respect to such Indemnified Person's solvency) of liability in the premises. The obligations by or on behalf of the Company under Indemnified Person to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified as authorized in Section 7.2(b). (d) The provisions set forth in this Section 8.07 to compensate or indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances 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. The obligation of the Company under this Section 7.2 shall survive the satisfaction and discharge termination of this Indenture. When the Trustee and its agents Capital Securities Guarantee and any authenticating agent actually incur expenses resignation or render services reasonably necessary to fulfill such Person’s obligations required hereunder after the occurrence of a Default specified in Section 6(d) removal of the form of Note with respect to the Company, such expenses actually incurred and the compensation for such services actually provided pursuant to the express terms of this Indenture are intended to constitute expenses of administration under any bankruptcy, insolvency or similar lawsCapital Securities Guarantee Trustee.