TIME BY THE ISSUER AND
THE TRUSTEE.
SECTION 7.06.
COMPENSATION AND EXPENSES OF TRUSTEE.
THE ISSUER 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 ISSUER AND THE TRUSTEE, AND THE ISSUER 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 REASONABLE 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, WILLFUL MISCONDUCT,
RECKLESSNESS OR BAD FAITH.
THE ISSUER ALSO 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 ANY AUTHENTICATING AGENT FOR,
AND TO HOLD THEM HARMLESS AGAINST, ANY AND ALL LOSS, LIABILITY, DAMAGE, CLAIM OR
REASONABLE EXPENSE INCLUDING TAXES (OTHER THAN TAXES BASED ON THE INCOME OF THE
TRUSTEE) INCURRED WITHOUT NEGLIGENCE, WILLFUL MISCONDUCT, RECKLESSNESS OR BAD
FAITH ON THE PART OF THE TRUSTEE OR SUCH OFFICERS, DIRECTORS, EMPLOYEES 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 REASONABLE COSTS AND EXPENSES OF DEFENDING THEMSELVES
AGAINST ANY CLAIM (WHETHER ASSERTED BY THE ISSUER, ANY HOLDER OR ANY OTHER
PERSON) OF LIABILITY IN THE PREMISES.
THE OBLIGATIONS OF THE ISSUER UNDER THIS
SECTION 7.06 TO COMPENSATE OR INDEMNIFY THE TRUSTEE AND TO PAY OR REIMBURSE THE
TRUSTEE FOR REASONABLE 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 ISSUER UNDER THIS SECTION
SHALL SURVIVE THE SATISFACTION AND DISCHARGE OF THIS INDENTURE.
When the Trustee and its agents and any authenticating agent incur expenses or
render services after an Event of Default specified in Section 6.01(h), 6.01(i)
or 6.01(j) with respect to the Issuer occurs, the expenses and the compensation
for the services are intended to constitute reasonable expenses of
administration under any bankruptcy, insolvency or similar laws.
SECTION 7.07.
OFFICERS' CERTIFICATE AS EVIDENCE.
EXCEPT AS OTHERWISE PROVIDED
IN SECTION 7.01, WHENEVER IN THE ADMINISTRATION OF THE PROVISIONS OF THIS
INDENTURE THE TRUSTEE SHALL DEEM IT NECESSARY OR DESIRABLE THAT A MATTER BE
PROVED OR ESTABLISHED PRIOR TO TAKING OR OMITTING ANY ACTION HEREUNDER, SUCH
MATTER (UNLESS OTHER EVIDENCE IN RESPECT THEREOF BE HEREIN SPECIFICALLY
PRESCRIBED) MAY, IN THE