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. (a) 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. . (b) The OriginatorOriginator shall execute the Fee and Indemnity Agreement, pursuant to which the Note Issuer shall, 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 Note Issuer 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 Note Issuer 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 Trust 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(b).

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. (a) Pursuant ----------------------------------------------- to the Fee and Indemnity AgreementAgreement and subject to the terms and conditions thereof, the Note Issuer has Bond Issuers have 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. The Originator, but solely from amounts payable under . (b) Pursuant to the Fee and Indemnity Agreement, to the fullest extent permitted by law but subject to the Cap, the Bond Issuers 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, actions, suits, 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 operation, dissolution or termination of the TrustCertificate Issuer, the execution, delivery delivery, enforcement or performance of the Declaration of Trust or this Trust Agreement Certificate Indenture, as the case may be, or the transactions contemplated hereby; provided, howeverthe failure of any Bond Issuer or any other Person (other than the Person being indemnified) to perform its obligations under the Fee and Indemnity Agreement or under any of the Basic Documents, ------------------ that or otherwise in connection with the Originator Basic Documents or the transactions contemplated thereby, but no Bond Issuer 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 Bond Issuers will not, without the prior written consent of the Certificate Trustee Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.07(b), (whether or not the Certificate Trustee Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Certificate Trustee Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Originator Bond Issuers to indemnify the Delaware Certificate Trustee Indemnified Persons in the Trust Agreement shall survive the termination of the Fee and Indemnity Agreement, this Trust Agreement Certificate Indenture and the resignation or removal of the Delaware Trustee Indemnified PersonsCertificate Trustee. Notwithstanding anything to the contrary in this AgreementCertificate Indenture, the Delaware Certificate Trustee shall have no recourse against the Originator Certificate Issuer or the Trust Property Bonds of any Bond Issuer or payments thereon or proceeds thereof for payment of any amounts required to be paid to the Delaware Certificate Trustee under this Section 7.066.07(b). (c) Each initial Servicer has agreed in its Servicing Agreement to indemnify the Certificate Trustee (limited to such Servicer’s allocable portion) for all due and unpaid indemnity and other payments, of the applicable Bond Issuer under the applicable Basic Documents, that exceed the Cap.

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 Certificate Trustee from time to time reasonable compensation for its services and to reimburse it for its reasonable expenses. The Originator, but solely from amounts payable under . (b) Pursuant to the Fee and Indemnity Agreement, the Note Issuer shall indemnify, defend and hold harmless the Delaware Certificate Trustee and any of the affiliates, officials, officers, directors, employees employees, consultants, counsel and agents of the Delaware Certificate Trustee (the "Delaware Certificate Trustee Indemnified Persons") from and against any and all losses, claims, actions, suits, 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 TrustCertificate Issuer, the execution, delivery or performance of the Declaration of Trust or this Trust Agreement Certificate Indenture, as the case may be, or the transactions contemplated hereby, the failure of the Note Issuer or any other Person (other than the Person being indemnified) to perform its obligations under the Fee and Indemnity Agreement or under any of the Basic Documents, or otherwise in connection with the Basic Documents or the transactions contemplated thereby; provided, however, ------------------ that the Originator Note Issuer 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 and provided, further, that any Certificate Trustee Expenses payable to any Certificate Trustee Indemnified Person hereunder shall be paid to the Note Trustee for deposit into and distribution from the Collection Account in accordance with Article VIII of the Note Indenture (except to the extent that the Fee and Indemnity Agreement requires payment to be made directly to such Indemnified Person and payment is or has been so made). The Note Issuer shall not be required to indemnify any Certificate Trustee Indemnified Person for any amount paid or payable by such Certificate Trustee Indemnified Person pursuant to this Section 6.06(b) in the settlement of any action, proceeding or investigation without the written consent of the Note Issuer, which consent shall not be unreasonably withheld. Promptly after receipt by a Certificate Trustee Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Certificate Trustee Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Note Issuer under this Section 6.06(b), notify the Note Issuer in writing of such involvement. Failure by a Certificate Trustee Indemnified Person to so notify the Note Issuer shall relieve the Note Issuer from the obligation to indemnify and hold harmless such Certificate Trustee Indemnified Person under this Section 6.06(b) only to the extent that the Note Issuer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 6.06(b), the Note Issuer shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Note Issuer of the defense of any such action, proceeding or investigation, the Certificate Trustee Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel. The Note Issuer shall be entitled to appoint counsel of the Note Issuer's choice at the Note Issuer's expense to represent the Certificate Trustee Indemnified Person in any action, proceeding or investigation for which a claim of indemnification is made against the Note Issuer under this Section 6.06(b) (in which case the Note Issuer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Certificate Trustee Indemnified Person except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Certificate Trustee Indemnified Person. Notwithstanding the Note Issuer's election to appoint counsel to represent the Certificate Trustee Indemnified Person in an action, proceeding or investigation, the Certificate Trustee Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Note Issuer shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Note Issuer to represent the Certificate Trustee Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Certificate Trustee Indemnified Person and the Note Issuer and the Certificate Trustee Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Note Issuer, (iii) the Note Issuer shall not have employed counsel reasonably satisfactory to the Certificate Trustee Indemnified Person to represent the Certificate Trustee Indemnified Person within a reasonable time after notice of the institution of such action or (iv) the Note Issuer shall authorize the Certificate Trustee Indemnified Person to employ separate counsel at the expense of the Note Issuer. Notwithstanding the foregoing, the Note Issuer shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Certificate Trustee Indemnified Persons (in addition to local counsel). The Note Issuer will not, without the prior written consent of the Certificate Trustee Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.06(b) (whether or not the Certificate Trustee Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Certificate Trustee Indemnified Person from all liability arising out of such claim, action, suit or proceeding. Indemnification under this Section 6.06(b) shall include reasonable fees and out-of-pocket expenses of investigation and litigation (including reasonable attorney's fees and expenses), except as otherwise provided in this Certificate Indenture. The obligations of the Originator Note Issuer to indemnify the Delaware Certificate Trustee Indemnified Persons in the Trust Agreement shall survive the termination of the Fee and Indemnity Agreement, this Trust Agreement Certificate Indenture and the resignation or removal of the Delaware Trustee Indemnified PersonsCertificate Trustee. Notwithstanding anything to the contrary in this AgreementCertificate Indenture, the Delaware Certificate Trustee shall have no recourse against the Originator Certificate Issuer or the Trust Property Notes or payments thereon or proceeds thereof for payment of any amounts required to be paid to the Delaware Certificate Trustee under this Section 7.066.06(b).

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. . (b) The OriginatorOriginator shall execute the Fee and Indemnity Agreement, pursuant to which the Note Issuer shall, 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 Note Issuer 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 Note Issuer 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 Trust 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 7.067.06(b).

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 Certificate Trustee from time to time reasonable compensation for its services and to reimburse it for its reasonable expenses. The Originator, but solely from amounts payable under . (b) Pursuant to the Fee and Indemnity Agreement, the Note Issuer shall indemnify, defend and hold harmless the Delaware Certificate Trustee and any of the affiliates, officials, officers, directors, employees employees, consultants, counsel and agents of the Delaware Certificate Trustee (the "Delaware Certificate Trustee Indemnified Persons") from and against any and all losses, claims, actions, suits, 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 TrustCertificate Issuer, the execution, delivery delivery, enforcement or performance of the Declaration of Trust or this Trust Agreement Certificate Indenture, as the case may be, or the transactions contemplated hereby, the failure of the Note Issuer or any other Person (other than the Person being indemnified) to perform its obligations under the Fee and Indemnity Agreement or under any of the Basic Documents, or otherwise in connection with the Basic Documents or the transactions contemplated thereby; provided, however, ------------------ that the Originator Note Issuer 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 and provided, further, that any Certificate Trustee Expenses payable to any Certificate Trustee Indemnified Person hereunder shall be paid to the Note Trustee for deposit into and distribution from the Collection Account in accordance with Article VIII of the Note Indenture (except to the extent that the Fee and Indemnity Agreement requires payment to be made directly to such Indemnified Person and payment is or has been so made). The Note Issuer shall not be required to indemnify any Certificate Trustee Indemnified Person for any amount paid or payable by such Certificate Trustee Indemnified Person pursuant to this Section 6.06(b) in the settlement of any action, proceeding or investigation without the written consent of the Note Issuer, which consent shall not be unreasonably withheld. Promptly after receipt by a Certificate Trustee Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Certificate Trustee Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Note Issuer under this Section 6.06(b), notify the Note Issuer in writing of such involvement. Failure by a Certificate Trustee Indemnified Person to so notify the Note Issuer shall relieve the Note Issuer from the obligation to indemnify and hold harmless such Certificate Trustee Indemnified Person under this Section 6.06(b) only to the extent that the Note Issuer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 6.06(b), the Note Issuer shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Note Issuer of the defense of any such action, proceeding or investigation, the Certificate Trustee Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel. The Note Issuer shall be entitled to appoint counsel of the Note Issuer's choice at the Note Issuer's expense to represent the Certificate Trustee Indemnified Person in any action, proceeding or investigation for which a claim of indemnification is made against the Note Issuer under this Section 6.06(b) (in which case the Note Issuer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Certificate Trustee Indemnified Person except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Certificate Trustee Indemnified Person. Notwithstanding the Note Issuer's election to appoint counsel to represent the Certificate Trustee Indemnified Person in an action, proceeding or investigation, the Certificate Trustee Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Note Issuer shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Note Issuer to represent the Certificate Trustee Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Certificate Trustee Indemnified Person and the Note Issuer and the Certificate Trustee Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Note Issuer, (iii) the Note Issuer shall not have employed counsel reasonably satisfactory to the Certificate Trustee Indemnified Person to represent the Certificate Trustee Indemnified Person within a reasonable time after notice of the institution of such action or (iv) the Note Issuer shall authorize the Certificate Trustee Indemnified Person to employ separate counsel at the expense of the Note Issuer. Notwithstanding the foregoing, the Note Issuer shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Certificate Trustee Indemnified Persons (in addition to local counsel). The Note Issuer will not, without the prior written consent of the Certificate Trustee Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.06(b) (whether or not the Certificate Trustee Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Certificate Trustee Indemnified Person from all liability arising out of such claim, action, suit or proceeding. Indemnification under this Section 6.06(b) shall include reasonable fees and out-of-pocket expenses of investigation and litigation (including reasonable attorney's fees and expenses), except as otherwise provided in this Certificate Indenture. The obligations of the Originator Note Issuer to indemnify the Delaware Certificate Trustee Indemnified Persons in the Trust Agreement shall survive the termination of the Fee and Indemnity Agreement, this Trust Agreement Certificate Indenture and the resignation or removal of the Delaware Trustee Indemnified PersonsCertificate Trustee. Notwithstanding anything to the contrary in this AgreementCertificate Indenture, the Delaware Certificate Trustee shall have no recourse against the Originator Certificate Issuer or the Trust Property Notes or payments thereon or proceeds thereof for payment of any amounts required to be paid to the Delaware Certificate Trustee under this Section 7.066.06(b).

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.

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. . (b) The OriginatorOriginator shall execute the Fee and Indemnity Agreement, pursuant to which the Note Issuer shall, 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 Note Issuer 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 Note Issuer 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 Trust 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 7.067.06(b).

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 Certificate Trustee from time to time reasonable compensation for its services and to reimburse it for its reasonable expenses. The Originator, but solely from amounts payable under . (b) Pursuant to the Fee and Indemnity Agreement, the Note Issuer 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, actions, suits, 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 TrustCertificate Issuer, the execution, delivery or performance of the Declaration of Trust or this Trust Agreement Certificate Indenture, as the case may be, or the transactions contemplated hereby, the failure of the Note Issuer or any other person (other than the person being indemnified) to perform its obligations under the Fee and Indemnity Agreement or under any of the Basic Documents, or otherwise in connection with the Basic Documents or the transactions contemplated thereby; provided, however, ------------------ that the Originator Note Issuer 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 Note Issuer to indemnify the Delaware Certificate Trustee Indemnified Persons in the Trust Agreement shall survive the termination of the Fee and Indemnity Agreement, this Trust Agreement Certificate Indenture and the resignation or removal of the Delaware Trustee Indemnified PersonsCertificate Trustee. Notwithstanding anything to the contrary in this AgreementCertificate Indenture, the Delaware Certificate Trustee shall have no recourse against the Originator Certificate Issuer or the Trust Property Notes or payments thereon or proceeds thereof for payment of any amounts required to be paid to the Delaware Certificate Trustee under this Section 7.066.06(b).

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 Certificate Trustee from time to time reasonable compensation for its services and to reimburse it for its reasonable expenses. The Originator. (b) Pursuant to the Fee and Indemnity Agreement, the Note Issuer shall, 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, actions, suits, 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 Certificate Indenture or the transactions contemplated hereby; provided, howeverHOWEVER, ------------------ that the Originator Note Issuer 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 Note Issuer to indemnify the Delaware Certificate Trustee Indemnified Persons in the Trust Agreement this Certificate Indenture shall survive the termination of this Trust the Fee and Indemnity Agreement and the resignation or removal of the Delaware Trustee Indemnified PersonsCertificate Trustee. Notwithstanding anything to the contrary in this AgreementCertificate Indenture, the Delaware Certificate Trustee shall have no recourse against the Originator Certificate Issuer or the Trust Property for payment of any amounts required to be paid to the Delaware Certificate Trustee under this Section 7.066.06(b).