Common use of Compensation, Reimbursement and Indemnification Clause in Contracts

Compensation, Reimbursement and Indemnification. The Depositor hereby agrees to (i) compensate the Trustees for their services hereunder in an amount separately agreed to by the Depositor and the Trustee, (ii) reimburse the Trustees for all reasonable expenses (including reasonable fees and expenses of counsel and other experts) and (iii) indemnify, defend and hold harmless the Trustees and any of the officers, directors, employees and agents of the Trustees (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including reasonable fees and expenses of its counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Person with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct or gross negligence of such Indemnified Person. The obligations of the Depositor under this Section 5 shall survive the termination of this Trust Agreement.

Compensation, Reimbursement and Indemnification. The Depositor hereby Company agrees to (i) compensate pay the Trustees for their Warrant Agent from time to time reasonable compensation relating to its services hereunder as set forth in an amount separately a mutually agreed upon fee schedule and to by reimburse the Depositor Warrant Agent for reasonable and documented out-of-pocket expenses and disbursements, including reasonable and documented counsel fees incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the Trusteeexercise and performance of its duties hereunder. The Company further agrees to indemnify the Warrant Agent and its employees, officers and directors, and to hold such Persons harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement and reasonable and documented out-of-pocket cost or expense (ii) reimburse including, without limitation, the Trustees for all reasonable expenses (including reasonable and documented fees and expenses of counsel legal counsel) that may be paid, incurred or suffered by any such Person, or to which any such Person may become subject, arising from or out of, directly or indirectly, any claims or liability resulting from its actions as Warrant Agent under this Agreement; provided, that such covenant and other experts) agreement does not extend to, and (iii) indemnifythe Warrant Agent shall not be indemnified with respect to, defend and hold harmless the Trustees and any of the officers, directors, employees and agents of the Trustees (the “Indemnified Persons”) from and against any and all losses, damages, liabilities, claims, actions, suits, such costs, expenses, disbursements (including reasonable fees losses and expenses of its counsel)damages incurred or suffered by the Warrant Agent as a result of, taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise or arising out of gross negligence, bad faith, fraud or are imposed upon or asserted at any time against such Indemnified Person with respect to willful misconduct on the performance of this Trust Agreement, the creation, operation or termination part of the Trust Warrant Agent (which gross negligence, bad faith, fraud or the transactions contemplated hereby; provided, however, that the Depositor shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct or gross negligence must be determined by a final, non-appealable judgment of such Indemnified Person. The obligations a court of the Depositor under this Section 5 shall survive the termination of this Trust Agreementcompetent jurisdiction).