Compensation and Reimbursement; Indemnification. Pursuant ----------------------------------------------- to the Fee and Indemnity Agreement, the Note Issuer has agreed to pay, or cause to be paid, to the Delaware Trustee from time to time compensation for its services and to reimburse it for its reasonable expenses. The Originator, but solely from amounts payable under the Fee and Indemnity Agreement, shall indemnify, defend and hold harmless the Delaware Trustee and any of the affiliates, officers, directors, employees and agents of the Delaware Trustee (the "Delaware Trustee Indemnified Persons") from and against any and all losses, claims, taxes, damages, expenses and liabilities (including liabilities under state or federal securities laws) of any kind and nature whatsoever (collectively, "Delaware Trustee Expenses"), to the extent that such Delaware Trustee Expenses arise out of or are imposed upon or asserted against such Delaware Trustee Indemnified Persons with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of this Trust Agreement or the transactions contemplated hereby; provided, however, ------------------ that the Originator shall not be required to indemnify any Delaware Trustee Indemnified Person for any Delaware Trustee Expenses that result from the willful misconduct or gross negligence of such Delaware Trustee Indemnified Person. The obligations of the Originator to indemnify the Delaware Trustee Indemnified Persons in the Trust Agreement shall survive the termination of this Trust Agreement and the resignation or removal of the Delaware Trustee Indemnified Persons. Notwithstanding anything to the contrary in this Agreement, the Delaware Trustee shall have no recourse against the Originator or the Trust Property for payment of any amounts required to be paid to the Delaware Trustee under this Section 7.06.
Compensation and Reimbursement; Indemnification. (a) Pursuant to the Fee and Indemnity Agreement, the Note Issuer has agreed to pay, or cause to be paid, to the Certificate Trustee from time to time reasonable compensation for its services and to reimburse it for its reasonable expenses.
Compensation and Reimbursement; Indemnification. (a) Pursuant to the Fee and Indemnity Agreement and subject to the terms and conditions thereof, the Bond Issuers have agreed to pay, or cause to be paid, to the Certificate Trustee from time to time reasonable compensation for its services and to reimburse it for its reasonable expenses.
Compensation and Reimbursement; Indemnification. (a) ----------------------------------------------- Pursuant to the Fee and Indemnity Agreement, the Note Issuer has agreed to pay, or cause to be paid, to the Certificate Trustee from time to time reasonable compensation for its services and to reimburse it for its reasonable expenses.
Compensation and Reimbursement; Indemnification. (a) ----------------------------------------------- Pursuant to the Fee and Indemnity Agreement, the Note Issuer has agreed to pay, or cause to be paid, to the Delaware Trustee from time to time compensation for its services and to reimburse it for its reasonable expenses.
Compensation and Reimbursement; Indemnification. The Company agrees to pay to the Warrant Agent from time to time compensation for all services rendered by it hereunder in accordance with Schedule A hereto and as the Company and the Warrant Agent may agree from time to time, and to reimburse the Warrant Agent for reasonable expenses and disbursements actually incurred in connection with the preparation, delivery, negotiation, amendment, execution and administration of this Agreement (including the reasonable compensation and out of pocket expenses of its counsel). The Company covenants and agrees to indemnify and to hold the Warrant Agent harmless against any costs, expenses (including reasonable fees of its legal counsel), losses or damages, which may be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as the Warrant Agent pursuant hereto; provided that such covenant and agreement does not extend to, and the Warrant Agent shall not be indemnified with respect to, such costs, expenses, losses and damages incurred or suffered by the Warrant Agent as a result of, or arising out of, its gross negligence, bad faith, or willful misconduct.
Compensation and Reimbursement; Indemnification. 41 Section 6.07. Corporate Certificate Trustee Required; Eligibility.43
Compensation and Reimbursement; Indemnification. The Company agrees to pay to the Warrant Agent from time to time compensation for all services rendered by it under this Agreement as the Company and the Warrant Agent may agree from time to time in writing, and to reimburse the Warrant Agent for reasonable expenses and disbursements incurred in connection with the execution and administration of this Agreement (including the reasonable compensation and the expenses of its counsel), and further agrees to indemnify the Warrant Agent for, and to hold it harmless against, any and all loss, liability, damage, claim or expense incurred without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending itself against any such claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. The provisions of this Section 7.03 shall survive the termination of this Agreement.
Compensation and Reimbursement; Indemnification. KGP agrees to pay to The Bank of New York reasonable compensation for all services rendered by it in any capacity under this Agreement and to reimburse The Bank of New York for reasonable expenses and disbursements incurred in connection with the execution and administration of this Agreement (including the reasonable compensation and the expenses of its counsel). KGP further agrees to indemnify The Bank of New York for, and to hold it harmless against, any and all loss, liability, damage, claim or expense incurred without gross negligence, bad faith or willful misconduct on its part, arising out of or in connection with the acceptance and administration of this Agreement, including reasonable counsel fees, costs and disbursements (it being understood that such fees, costs and disbursements include those incurred to enforce the provisions of this Agreement), or loss suffered by the Depositary in connection with any action, suit or other proceeding or investigation brought against the Depositary involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Depositary hereunder, the monies or other property held by it hereunder or any income earned from investment of such monies. The Depositary shall have a lien for the amount of any such expense or loss on the monies and other property held by it hereunder and shall be entitled to reimburse itself from such monies or property for the amount of any such expense or loss, provided that no such reimbursement by the Depositary shall excuse KGP from its obligations to purchase Preferred Stock that is the subject of a properly exercised Put under the terms of this Agreement. For the purposes hereof, the term "expense or loss" shall include all amounts paid or payable to satisfy any claim, demand or liability, or in settlement of any claim, demand, action, suit or proceeding settled with the express written consent of the Depositary, and all costs and expenses, including, but not limited to, reasonable counsel fees, costs and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit, proceeding or investigation. The provisions of this Section 4.03 shall survive the termination of this Agreement and the resignation and replacement of the Depositary, and shall extend to the Depositary's service as Transfer Agent.
