INDEMNIFICATION OF DEBENTUREHOLDERS' REPRESENTATIVE. The Issuer shall indemnify and hold harmless the Debentureholders' Representative and its officers, directors, employees and agents in respect of all liabilities incurred by it or by any such person in the execution of any duties, powers or authorities under this Agreement including the reasonable expense relevant to such liabilities and against all actions, proceedings, costs, claims and demands in respect of any matter conducted or omitted in any way relating to this Agreement except to the extent the liabilities, expenses, actions, proceedings, costs, claims or demands were due to the Debentureholders' Representative's failure to act in accordance with the professional standard as can be reasonably expected from a person acting as a debentureholders' representative.
INDEMNIFICATION OF DEBENTUREHOLDERS' REPRESENTATIVE. 6.1 The Issuer shall indemnify and hold harmless the Debentureholders' Representative and its officers, directors, employees and agents in respect of all liabilities and expenses actually and reasonably incurred by it or by any such person in the execution of any duties, powers or authorities under this Agreement including the Expense and against all actions, proceedings, costs, claims and demands in respect of any matter conducted or omitted in any way relating to this Agreement except to the extent the liabilities, expenses, actions, proceedings, costs, claims or demands were due to gross negligence, willful misconduct and/or bad faith of the Debentureholders' Representative and/or any breach of this Agreement by the Debentureholders' Representative and its officers, directors, employees and agents. Notwithstanding the foregoing, the Issuer shall not be liable to the Debentureholders' Representative or any person for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable.
INDEMNIFICATION OF DEBENTUREHOLDERS' REPRESENTATIVE. The Issuer shall indemnify and hold harmless the Debentureholders' Representative and its officers, directors, employees and agents in respect of all liabilities and expenses reasonably incurred by it or by any such person in the execution of any duties, powers or authorities under this Agreement including the Expense and against all actions, proceedings, costs, claims and demands in respect of any matter conducted or omitted in any way relating to this Agreement except to the extent the liabilities, expenses, actions, proceedings, costs, claims or demands were due to the negligence or willful misconduct or bad faith of the Debentureholders' Representative, in which case the burden of proof in respect of such negligence or willful misconduct or bad faith of the Debentureholders' Representative shall fall on the Issuer.
