PNC Financial Services (PNC)

SECTION 8.2 Compensation, Reimbursement and Indemnification

The Guarantor agrees:

(1) to pay to the Trust Preferred Guarantee Trustee from time to time such reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trust Preferred Guarantee Trustee upon its request for all expenses, disbursements and advances incurred or made by the Trust Preferred Guarantee Trustee in accordance with any provision of this Trust Preferred Securities Guarantee (including the costs of collection, and the compensation, expenses, advances and disbursements of the Trust Preferred Guarantee Trustee’s counsel, accountants and experts), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(3) to indemnify each Indemnified Person for, and to hold each Indemnified Person harmless against, any loss, damage, claim, liability or expense (including the reasonable compensation, expenses and disbursements of the Trust Preferred Guarantee Trustee’s agents and counsel) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust created hereunder or the performance of their duties hereunder, including but not limited to the costs and expenses (including the reasonable compensation, expenses and disbursements of the Trust Preferred Guarantee Trustee’s agents and counsel) of defending itself against, or investigating, any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligation to indemnify as set forth in this Section 8.2 shall survive the termination of this Trust Preferred Securities Guarantee.

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The obligations of the Guarantor under this Section shall not be subordinate to the payment of Senior Indebtedness pursuant to Section 6.1. As security for the performance of those obligations, the Trust Preferred Guarantee Trustee shall have a lien prior to the Trust Preferred Securities upon all property and funds held or collected by the Trust Preferred Guarantee Trustee as such, except funds held in trust for the payment of the principal of (or premium, if any) or any interest on particular Trust Preferred Securities. The obligations of the Guarantor under this Section shall survive the removal or resignation of the Trust Preferred Guarantee Trustee and the satisfaction and discharge of this Trust Preferred Securities Guarantee.