Common use of Compensation and Reimbursement; Indemnification Clause in Contracts

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. Pursuant ----------------------------------------------- to the Fee and Indemnity Agreement, the Note Issuer has agreed to pay, or cause to be paid, to the Delaware Certificate Trustee from time to time reasonable compensation for its services and to reimburse it for its reasonable expenses. In addition, the Certificate Trustee shall be entitled to reimbursement, but solely from amounts payable under the Fee and Indemnity Agreement, for any tax incurred without negligence, bad faith or willful misconduct, on its part, arising out of or in connection with the acceptance or administration of this Trust (other than any tax attributable to the Certificate Trustee's compensation for serving as such), including any costs and expenses incurred in contesting the imposition of any such tax. The Originator, but solely from amounts payable under the Fee and Indemnity Agreement, shall indemnify, defend and hold harmless the Delaware Certificate Trustee and any of the affiliates, officers, directors, employees and agents of the Delaware Certificate Trustee (the "Delaware Certificate 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 Certificate Trustee Expenses"), to the extent that such Delaware Certificate Trustee Expenses arise out of or are imposed upon or asserted against such Delaware Certificate 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 ------------------ Certificate Trustee Indemnified Person for any Delaware Certificate Trustee Expenses that result from the willful misconduct or gross negligence of such Delaware Certificate Trustee Indemnified Person. The obligations of the Originator to indemnify the Delaware Certificate Trustee Indemnified Persons in the Trust Agreement shall survive the termination of this Trust Agreement and the resignation or removal of the Delaware Certificate Trustee Indemnified Persons. Notwithstanding anything to the contrary in this Agreement, the Delaware Certificate Trustee shall have no recourse against the Originator or the Trust Property for payment of any amounts required to be paid to the Delaware Certificate Trustee under this Section 7.066.06.

Compensation and Reimbursement; Indemnification. Pursuant ----------------------------------------------- KGP agrees to the Fee and Indemnity Agreement, the Note Issuer has agreed pay to pay, or cause to be paid, to the Delaware Trustee The Bank of New York from time to time such compensation for its all services rendered by it in any capacity under this Agreement as the parties shall agree from time to time and to reimburse it The Bank of New York for its reasonable expenses, advances 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 OriginatorBank of New York for, but solely from amounts payable under the Fee and Indemnity Agreementto hold it harmless against, 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 lossesloss, claimsliability, taxesdamage, damagesclaim or expense incurred without gross negligence, expenses and liabilities (including liabilities under state bad faith or federal securities laws) of any kind and nature whatsoever (collectivelywillful misconduct on its part, "Delaware Trustee Expenses"), to the extent that such Delaware Trustee Expenses arise arising out of or are imposed upon 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 asserted loss suffered by the Depositary in connection with any action, suit or other proceeding or investigation brought against such Delaware Trustee Indemnified Persons the Depositary involving any claim, or in connection with respect any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the creation, operation or termination services of the TrustDepositary hereunder, the executionmonies 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, delivery or performance 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 Trust Agreement 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 transactions contemplated hereby; providedexpress written consent of the Depositary, howeverand all costs and expenses, ------------------ that the Originator shall including, but not be required to indemnify limited to, reasonable counsel fees, costs and disbursements, paid or incurred in investigating or defending against any Delaware Trustee Indemnified Person for any Delaware Trustee Expenses that result from the willful misconduct such claim, demand, action, suit, proceeding or gross negligence of such Delaware Trustee Indemnified Personinvestigation. The obligations provisions of the Originator to indemnify the Delaware Trustee Indemnified Persons in the Trust Agreement this Section 4.03 shall survive the termination of this Trust Agreement and the resignation or removal and replacement of the Delaware Trustee Indemnified Persons. Notwithstanding anything Depositary, and shall extend 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 7.06Depositary's service as Transfer Agent.