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to payment or reimbursement by the Borrower, as provided in the Loan Agreement, for customary fees for
their respective Ordinary Services rendered hereunder and for all advances, counsel fees and other Ordinary
Expenses reasonably and necessarily paid or incurred by them in connection with the provision of Ordinary
Services. For purposes hereof, fees for Ordinary Services provided for by their respective standard fee
schedule shall be considered customary. Notwithstanding anything in this Indenture or the other Loan
documents to the contrary, fees of the Trustee, Registrar, Paying Agents and Authenticating Agents for
Ordinary Services and any fees for services of the Dissemination Agent under the Continuing Disclosure
Agreement shall be paid directly by the Borrower to the Trustee as provided in Section 4.2(b) of the Loan
Agreement. In the event that it should become necessary for any of them to perform Extraordinary Services,
they shall be entitled to customary extra compensation therefor and to reimbursement for reasonable and
necessary Extraordinary Expenses incurred in connection therewith. Unless and until such time as the
Trustee resigns or is replaced, and a successor Trustee is appointed pursuant to Section 6.09 hereof, the
Trustee shall continue to perform its duties hereunder notwithstanding the Borrower鈥檚 failure to timely pay
such fees. The right of the Trustee to receive payment and the Borrower鈥檚 obligation to make payment
shall survive the termination of this Indenture or the resignation or removal of the Trustee.
Without creating a default or an Event of Default hereunder, however, the Borrower may contest
in good faith the necessity for any Extraordinary Service and Extraordinary Expense and the amount of any
fee, charge or expense except Ordinary Expenses.
The Trustee, Registrar, Paying Agents and Authenticating Agents shall not be entitled to
compensation or reimbursement for Extraordinary Services or Extraordinary Expenses directly resulting
from their negligence or willful misconduct. The customary fees for their respective Ordinary Services and
charges of the foregoing shall be entitled to payment and reimbursement only from (a) the Additional
Payments made by the Borrower pursuant to the Loan Agreement or (b) from other money available
therefor. Any amounts payable to the Trustee, the Registrar, the Paying Agents or the Authenticating
Agents pursuant to this Section 6.03 shall be payable upon receipt of a detailed invoice from the Trustee,
Registrar, Paying Agents or Authenticating Agents, as applicable.
Section 6.04 Intervention by Trustee. The Trustee may intervene on behalf of the Holders,
and shall intervene if requested to do so in writing by the Holders of at least 25% of the aggregate principal
amount of the Bonds then Outstanding, in any judicial proceeding to which the Issuer or the Borrower is a
party and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of
the Holders. The rights and obligations of the Trustee under this Section are subject to the approval of that
intervention by a court of competent jurisdiction. The Trustee shall be entitled to and may require that a
satisfactory indemnity bond be provided to it in accordance with Sections 6.01 and 6.02 hereof before it
takes action hereunder.
Section 6.05 Successor Trustee. Anything herein to the contrary notwithstanding,
(a) any entity (1) into which the Trustee may be converted or merged, (2) with which the
Trustee or any successor to it may be consolidated, or (3) to which it may sell or transfer its corporate trust
assets and corporate trust business as a whole or substantially as a whole, or any entity resulting from any
such conversion, merger, consolidation, sale or transfer, ipso facto, shall be and become successor Trustee
hereunder and shall be vested with all of the title to the whole property or Trust Estate hereunder; and
(b) that entity shall be vested further, as was its predecessor, with each and every trust,
property, remedy, power, right, duty, obligation, discretion, privilege, claim, demand, cause of action,
immunity, estate, title, interest and lien expressed or intended by this Indenture to be exercised by, vested
in or conveyed to the Trustee, without the execution or filing of any instrument or document or any further
act on the part of any of the parties hereto.
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