Common use of Indemnification of the Trustee Clause in Contracts

Indemnification of the Trustee. Lululemon and Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Pubco and Exchangeco Acquiror jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, partners, employees and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, gross negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon the Holders, Pubco or Exchangeco Amalco pursuant hereto. In no case shall Lululemon Pubco or Exchangeco Amalco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Pubco and Exchangeco Amalco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of for the claim. Subject to clause (ii) below, Lululemon Pubco and Exchangeco Amalco shall be entitled to participate at their own expense in the defence defense and, if Lululemon Pubco and Exchangeco Amalco so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but defense thereof and the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee Amalco and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). Pubco This indemnity shall survive the termination of this Agreement and the resignation or and/or removal of the Trustee and the termination of the Trust. In case proceedings should hereafter be taken in any court respecting the Trustee's acceptance or administration of the Trust, the Trustee will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security, in addition to the indemnity given in Article 9, against its costs of such proceedings.

Indemnification of the Trustee. Lululemon Trilogy Parent and Exchangeco Trilogy Subsidiary jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, Trust or its compliance with its duties set forth in this Agreement, Agreement or any written or oral instruction delivered to the Trustee by Lululemon Trilogy Parent or Exchangeco Trilogy Subsidiary pursuant hereto. In no case shall Lululemon Trilogy Parent or Exchangeco Trilogy Subsidiary be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Trilogy Parent and Exchangeco Trilogy Subsidiary shall be notified in writing by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, Parties promptly after any of the Indemnified Parties shall have received any such a written assertion of such a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Trilogy Parent and Exchangeco Trilogy Subsidiary shall be entitled to participate at their own expense in the defence and, if Lululemon Trilogy Parent and Exchangeco Trilogy Subsidiary so elect at any time after receipt of such notice, any subject to (ii) below, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Trilogy Parent or ExchangecoTrilogy Subsidiary; or (ii) the named parties to any such suit include both the Trustee and Lululemon Trilogy Parent or Exchangeco Trilogy Subsidiary and the Trustee shall have been advised by counsel acceptable to Lululemon Trilogy Parent or Exchangeco Trilogy Subsidiary that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Trilogy Parent or Exchangeco Trilogy Subsidiary and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Trilogy Parent and Exchangeco Trilogy Subsidiary shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee. Trilogy Subsidiary agrees to indemnify and hold harmless Trilogy Parent against all amounts paid by Trilogy Parent to any Indemnified Party pursuant to the provisions of this Article 8. This indemnity shall survive the termination of this Agreement.

Indemnification of the Trustee. Lululemon RVI and Exchangeco RVI Sub jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementagreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon RVI or Exchangeco RVI Sub pursuant hereto. In no case shall Lululemon RVI or Exchangeco RVI Sub be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon RVI and Exchangeco RVI Sub shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon RVI and Exchangeco RVI Sub shall be entitled to participate at their own expense in the defence defense and, if Lululemon and Exchangeco RVI or RVI Sub so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon RVI or ExchangecoRVI Sub, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Lululemon RVI or Exchangeco RVI Sub and the Trustee shall have been advised by counsel acceptable to Lululemon RVI or Exchangeco RVI Sub that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon RVI or Exchangeco RVI Sub and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case Lululemon RVI and Exchangeco RVI Sub shall not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of the trust.

Indemnification of the Trustee. Lululemon and Exchangeco jointly and severally agree The Corporation agrees to indemnify and hold harmless the Trustee and each of its officers, directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) from and against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such any of the Indemnified PartyParties, may be paid, incurred or suffered by any of the Indemnified Party Parties by reason of or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, Agreement or any written or oral instruction instructions delivered to the Trustee by Lululemon or Exchangeco the Corporation pursuant hereto. In no case shall Lululemon or Exchangeco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against any of the Indemnified Parties, promptly after any of the Indemnified Parties Trustee shall have received any such written assertion of a claim claim, or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco The Corporation shall be entitled to participate at their its own expense in the defence andof the assertion or claim. Subject to subsection 5.1(b), if Lululemon and Exchangeco so the Corporation may elect at any time after receipt of such notice, any of them may notice to assume the defence of any suit brought to enforce any such claim. The Trustee Indemnified Parties shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee Indemnified Parties unless: : (ia) the employment of such counsel has been authorized by Lululemon or Exchangecothe Corporation; or or (iib) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco an Indemnified Party and the Trustee Corporation and such Indemnified Party shall have been advised by counsel acceptable to Lululemon or Exchangeco the Corporation that there may be one or more legal defences available to the Trustee such Indemnified Party that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken Corporation (in which case Lululemon and Exchangeco the Corporation shall not have the right to assume the defence of such suit on behalf of the Trustee such Indemnified Party but shall be liable to pay the reasonable fees and expenses of counsel for the Trusteesuch Indemnified Party). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon All of the Funds, on a joint and Exchangeco jointly several basis (or, in furtherance of Sections 3.5 and severally agree 3.6 hereof, any Fund separately to indemnify the extent the matter in question relates to a single Fund or is otherwise disproportionate), whether or not any of the transactions contemplated hereby shall be consummated, shall assume liability for, and hold harmless shall, solely from the Trustee applicable Trust Estate or Trust Estates as set forth in Sections 3.5 and each of 3.6 hereof, indemnify, protect, save and keep harmless, Wilmington Trust, N.A. (in its capacity as trustee and individually) and its directors, officers, employees shareholders, employees, and agents appointed and acting in accordance with this Agreement (collectively, the “Trustee Indemnified Parties”) from and against any and all claims, losses, damages, reasonable costs, penalties, fines and reasonable liabilities or expenses (including reasonable expenses of the Trustee’s legal counsel) whichbut not limited to, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel counsel) of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against the Trustee Indemnified Parties in any way relating to or arising out of or in connection with the formation, operation or termination of the Trust or such Fund, the execution, delivery and performance of this Trust Agreement or any other agreements with respect to the Trust or such Fund to which the Trust is a party or the action or inaction of the Trustee hereunder or thereunder with respect to the Trust or such Fund, except for Expenses resulting from the Trustee)gross negligence, bad faith or willful misconduct of any Trustee Indemnified Party. This Such indemnity shall include payment from the applicable Trust Estate or Trust Estates of the costs and expenses incurred by such Trustee Indemnified Party in defending itself against any claim or liability in its capacity as a Trustee Indemnified Party. Any amounts payable to a Trustee Indemnified Party under this Section 2.4 may be payable in advance or may be secured by a lien on the applicable Trust Estate or Trust Estates. Any such Expenses relating to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 hereof. The indemnities contained in this Section 2.4 shall survive the termination of this Agreement and Trust Agreement, the removal or resignation or removal of the Trustee, the dissolution or other cessation to exist of the Trustee Indemnified Party, the withdrawal, adjudication of bankruptcy or insolvency of the Trustee Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under the Bankruptcy Code by or against the Trustee Indemnified Party.

Indemnification of the Trustee. Lululemon Hertz, as a Lessee and Exchangeco jointly and severally agree as Guarantor, agrees to indemnify and hold harmless the Trustee and each of its the Trustee’s officers, directors, officers, agents and employees against any and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, lossesdemands and liabilities of whatsoever nature, damagesand all costs and expenses, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct relating to or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unlessway arising out of: (i) the employment any acts or omissions of such counsel has been authorized by Lululemon or Exchangeco; or any Lessee pursuant to this Lease and (ii) the named parties Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any such suit include both of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and Lululemon other costs or Exchangeco expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, in each case with respect to the Group VII Series of Notes, the Series 2010-3 Collateral, the Group VII Master Collateral and any Series 2010-3 Related Documents with respect to any Group VII Series of Notes; provided, however, Hertz, as a Lessee or as Guarantor, shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 28, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Indemnified Person’s gross negligence or willful misconduct. Any such indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the limitations hereof. The indemnification provided for in this Section 28 shall have been advised by counsel acceptable be in addition to Lululemon or Exchangeco that there may be one or more legal defences any other indemnities available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of the duties of the Lessees hereunder and the termination of this Agreement and Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Fenix and Exchangeco jointly and severally solidarily agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Fenix or Exchangeco pursuant hereto. In no case shall Lululemon Fenix or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Fenix and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Fenix and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon Fenix and Exchangeco so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Fenix or Exchangeco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Lululemon Fenix or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon Fenix or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Fenix or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Fenix and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon The Parent, Dutchco and Exchangeco the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon the Parent, Dutchco or Exchangeco the Corporation pursuant hereto. In no case shall Lululemon the Parent, Dutchco or Exchangeco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon the Parent, Dutchco and Exchangeco the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon the Parent, Dutchco and Exchangeco the Corporation shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco the Parent, Dutchco or the Corporation so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon the Parent, Dutchco or Exchangecothe Corporation; or (ii) the named parties to any such suit include both the Trustee and Lululemon the Parent, Dutchco or Exchangeco the Corporation and the Trustee shall have been advised by counsel acceptable to Lululemon the Parent or Exchangeco the Corporation that there may be one or more legal defences defenses available to the Trustee that which are different from or in addition to those available to Lululemon the Parent or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken Corporation (in which case Lululemon the Parent, Dutchco and Exchangeco the Corporation shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon and Exchangeco jointly and severally agree Each Lessee agrees to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) whichofficers, without frauddirectors, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim agents and employees against any and all or, in the case of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon such Lessee’s Pro Rata Share of all claims, demands and Exchangeco shall be entitled to participate at their own expense liabilities of whatsoever nature, and all or, in the defence andcase of clause (ii) below, if Lululemon such Lessee’s Pro Rata Share of all costs and Exchangeco so elect at any time after receipt of such noticeexpenses, any of them may assume the defence of any suit brought relating to enforce any such claim. The Trustee shall have the right to employ separate counsel or in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unlessway arising out of: (i) the employment any acts or omissions of such counsel has been authorized by Lululemon or Exchangeco; or Lessee pursuant to this Lease and (ii) the named parties Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any such suit include both of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and Lululemon other costs or Exchangeco expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, in each case with respect to the Group VII Series of Notes, the Group VII Collateral, the Group VII Master Collateral and any Related Documents with respect to any Group VII Series of Notes; provided, however, the Lessees shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Indemnified Person’s gross negligence or willful misconduct. Any such indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the limitations hereof. The indemnification provided for in this Section 15.2 shall have been advised by counsel acceptable be in addition to Lululemon or Exchangeco that there may be one or more legal defences any other indemnities available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of the duties of the Lessees hereunder and the termination of this Agreement and Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Vivendi and Vivendi Universal Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Vivendi or Vivendi Universal Exchangeco pursuant heretounder this Agreement. In no case shall Lululemon Vivendi or Vivendi Universal Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Vivendi and Vivendi Universal Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Vivendi and Vivendi Universal Exchangeco shall be entitled to participate at their own expense in the defence defense and, if Lululemon Vivendi and Vivendi Universal Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Vivendi or Vivendi Universal Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon Vivendi or Vivendi Universal Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon Vivendi or Vivendi Universal Exchangeco that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Vivendi, or Vivendi Universal Exchangeco and that, in the judgment opinion of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Vivendi and Vivendi Universal Exchangeco shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Parent and Exchangeco Canadian Sub jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Parent or Exchangeco Canadian Sub pursuant hereto. In no case shall Lululemon Parent or Exchangeco Canadian Sub be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Parent and Exchangeco Canadian Sub shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Parent and Exchangeco Canadian Sub shall be entitled to participate at their own expense in the defence and, if Lululemon Parent and Exchangeco Canadian Sub so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to retain and employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Parent or ExchangecoCanadian Sub, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Lululemon Parent or Exchangeco Canadian Sub and the Trustee shall have been advised by counsel acceptable to Lululemon Parent or Exchangeco Canadian Sub that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Parent or Exchangeco Canadian Sub and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Parent and Exchangeco Canadian Sub shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon (1) RG and Exchangeco Canco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, gross negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementagreement, or any written or oral instruction delivered to the Trustee by Lululemon RG or Exchangeco Canco pursuant hereto. . (2) In no case shall Lululemon RG or Exchangeco Canco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon RG and Exchangeco Canco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon RG and Exchangeco Canco shall be entitled to participate at their own expense in the defence and, if Lululemon RG and Exchangeco Canco so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon RG or ExchangecoCanco; or (ii) the named parties to any such suit include both the Trustee and Lululemon RG or Exchangeco Canco and the Trustee shall have been advised by counsel acceptable to Lululemon RG or Exchangeco Canco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon RG or Exchangeco Canco and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon RG and Exchangeco Canco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Patch and Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, partners, employees and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon Patch or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) ), below, Lululemon Patch and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon Patch and Exchangeco so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. In the event Patch and/or Exchangeco assume the defence of the Trustee, no settlement of any claim shall be entered into without the prior approval of the Trustee; and the Trustee shall have the right to re-assume the defence of any suit if Patch or Exchangeco fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Patch or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon Patch or Exchangeco Exchangeco, and the Trustee shall have been advised by counsel acceptable to Lululemon Patch or Exchangeco that there may be one or more legal defences available to the Trustee that which are different from or in addition to those available to Lululemon Patch or Exchangeco and that, that in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Exchangeco and Exchangeco Patch shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee)) . This indemnity Neither Patch nor Exchangeco shall survive the termination be liable for any settlement of a matter in respect of which an Indemnified Party may seek indemnification under this Agreement section 9.1, unless Patch and the resignation or removal of the TrusteeExchangeco have consented in writing to such settlement.

Indemnification of the Trustee. Lululemon OSI and Exchangeco PTI Holdco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementagreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon OSI or Exchangeco PTI Holdco pursuant hereto. In no case shall Lululemon OSI or Exchangeco PTI Holdco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon OSI and Exchangeco PTI Holdco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon OSI and Exchangeco PTI Holdco shall be entitled to participate at their own expense in the defence defense and, if Lululemon and Exchangeco OSI or PTI Holdco so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon OSI or ExchangecoPTI Holdco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Lululemon OSI or Exchangeco PTI Holdco and the Trustee shall have been advised by counsel acceptable to Lululemon OSI or Exchangeco PTI Holdco that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon OSI or Exchangeco PTI Holdco and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case Lululemon OSI and Exchangeco PTI Holdco shall not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of the trust.

Indemnification of the Trustee. Lululemon and Exchangeco jointly and severally agree Each Lessee agrees to indemnify and hold harmless the Trustee and each of its the Trustee's officers, directors, officers, agents and employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any and all or, in the case of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon such Lessee's Pro Rata Share of all claims, demands and Exchangeco shall be entitled to participate at their own expense liabilities of whatsoever nature, and all or, in the defence andcase of clause (ii) below, if Lululemon such Lessee's Pro Rata Share of all costs and Exchangeco so elect at any time after receipt of such noticeexpenses, any of them may assume the defence of any suit brought relating to enforce any such claim. The Trustee shall have the right to employ separate counsel or in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unlessway arising out of: (i) the employment any acts or omissions of such counsel has been authorized by Lululemon or Exchangeco; or Lessee pursuant to this Lease and (ii) the named parties Trustee's appointment under the Base Indenture and the Trustee's performance of its obligations thereunder, or any document pertaining to any such suit include both of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and Lululemon other costs or Exchangeco expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee's or such Indemnified Person's gross negligence or willful misconduct. Any such indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the limitations hereof. The indemnification provided for in this Section 15.2 shall have been advised by counsel acceptable be in addition to Lululemon or Exchangeco that there may be one or more legal defences any other indemnities available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of the duties of the Lessees hereunder and the termination of this Agreement and Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Coors and Exchangeco jointly and severally solidarily agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Coors or Exchangeco pursuant hereto. In no case shall Lululemon Coors or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Coors and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Coors and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon Coors and Exchangeco so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Coors or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon Coors or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon Coors or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Coors or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Coors and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon (1) RG and Exchangeco Canco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementagreement, or any written or oral instruction delivered to the Trustee by Lululemon RG or Exchangeco Canco pursuant hereto. . (2) In no case shall Lululemon RG or Exchangeco Canco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon RG and Exchangeco Canco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon RG and Exchangeco Canco shall be entitled to participate at their own expense in the defence and, if Lululemon RG and Exchangeco Canco so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon RG or ExchangecoCanco; or (ii) the named parties to any such suit include both the Trustee and Lululemon RG or Exchangeco Canco and the Trustee shall have been advised by counsel acceptable to Lululemon RG or Exchangeco Canco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon RG or Exchangeco Canco and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon RG and Exchangeco Canco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon SMTC and Exchangeco SMTC Canada jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementagreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by Lululemon SMTC or Exchangeco SMTC Canada pursuant hereto. In no case shall Lululemon SMTC or Exchangeco SMTC Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon SMTC and Exchangeco SMTC Canada shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon SMTC and Exchangeco SMTC Canada shall be entitled to participate at their own expense in the defence and, if Lululemon SMTC and Exchangeco SMTC Canada so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon SMTC or ExchangecoSMTC Canada, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Lululemon SMTC or Exchangeco SMTC Canada and the Trustee shall have been advised by counsel acceptable to Lululemon SMTC or Exchangeco SMTC Canada that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon SMTC or Exchangeco SMTC Canada and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon SMTC and Exchangeco SMTC Canada shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Parent and Exchangeco ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Parent or Exchangeco ExchangeCo pursuant hereto. In no case shall Lululemon Parent or Exchangeco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Parent and Exchangeco ExchangeCo shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Parent and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence and, if Lululemon Parent and Exchangeco ExchangeCo so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate participate, in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Parent or ExchangecoExchangeCo; or (ii) the named parties to any such suit include both the Trustee and Lululemon Parent or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Lululemon Parent or Exchangeco ExchangeCo that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Parent or Exchangeco ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Parent and Exchangeco ExchangeCo shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of this Agreement and the resignation or removal of the TrusteeAgreement.

Indemnification of the Trustee. Lululemon Parent, Newco I and Exchangeco jointly and severally Newco II agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon or Exchangeco Parent pursuant hereto. In no case shall Lululemon Parent, Newco I or Exchangeco Newco II be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Parent, Newco I and Exchangeco Newco II shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Parent, Newco I and Exchangeco Newco II shall be entitled to participate at their own expense in the defence defense and, if Lululemon and Exchangeco Parent, Newco I or Newco II so elect elects at any time after receipt of such notice, any of them it may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Parent, Newco I or ExchangecoNewco II; or (ii) the named parties to any such suit include both the Trustee and Lululemon Parent, Newco I or Exchangeco Newco II and the Trustee shall have been advised by counsel acceptable to Lululemon Parent, Newco I or Exchangeco Newco II that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Parent, Newco I or Exchangeco Newco II and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Parent, Newco I and Exchangeco Newco II shall not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee); or (iii) Parent, Newco I and/or Newco II shall not have retained legal counsel on behalf of the Trustee within a reasonable amount of time after the Trustee has given them notice of a written assertion of a claim or action against any indemnified party. This indemnity Such indemnification shall survive the termination of this Agreement resignation and the resignation or removal of the TrusteeTrustee and termination of the Agreement.

Indemnification of the Trustee. Lululemon Under the Trust Deed, the Trustee is entitled to be indemnified, secured and/or pre-funded to its satisfaction and Exchangeco jointly to be relieved from responsibility in certain circumstances and severally agree to indemnify be paid its fees, costs, expenses, indemnity payments, and hold harmless other amounts in priority to the claims of the Bondholders. In addition, the Trustee is entitled to enter into business transactions with the Issuer, the Guarantor, the LC Bank and/or any entity related (directly or indirectly) to the Issuer, the Guarantor and/or the LC Bank without accounting for any profit. The Trustee and each Agent may rely without liability to Bondholders, the Issuer, the Guarantor, the LC Bank or any other person on any report, confirmation, information or certificate from or any opinion or advice of any lawyers, accountants, financial advisers, financial institution or any other expert, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or any other person or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee may accept and shall be entitled to rely on any such report, confirmation, information, certificate, opinion or advice and, in such event, such report, confirmation, information, certificate, opinion or advice shall be binding on the Issuer, the Guarantor, the LC Bank and the Bondholders. The Trustee shall not be responsible or liable to the Issuer, the Guarantor, the Bondholders or any other person for any loss occasioned by acting on or refraining from acting on such report, information, confirmation, certificate, opinion or advice. None of the Trustee or any of the Agents shall be responsible or liable for the performance by the Issuer, the Guarantor, the LC Bank and/or any other person appointed by the Issuer and/or the Guarantor and/or the LC Bank in relation to the Bonds of the duties and obligations on their part expressed in respect of the same and, unless it has written notice from the Issuer and/or the Guarantor and/or the LC Bank to the contrary, the Trustee and each Agent shall be entitled to assume that the same are being duly performed. None of its directors, officers, employees and agents appointed and acting in accordance the Trustee or the Agents shall have any obligation to monitor compliance with this Agreement (collectivelythe provisions of the Trust Deed, the “Indemnified Parties”) against all claimsAgency Agreement, lossesthe Deed of Guarantee, damagesthe Standby Letter of Credit or these Conditions, reasonable costsor ascertain whether an Event of Default, penaltiesa Potential Event of Default (as defined in the Trust Deed), fines a Pre-funding Failure or a Relevant Event has occurred, and reasonable expenses (including reasonable expenses they shall not be liable to the Bondholders or any other person for not doing so. Whenever the Trustee is required or entitled by the terms of the Trustee’s legal counsel) whichTrust Deed, without fraudthe Agency Agreement, negligencethe Deed of Guarantee, recklessnessthe Standby Letter of Credit or these Conditions to exercise any discretion or power, wilful misconduct take or bad faith on refrain from any action, make any decision or give any direction, the part Trustee is entitled, prior to its exercising any such discretion or power, taking or refraining from any such action, making any such decision, or giving any such direction, to seek directions from the Bondholders by way of such Indemnified Partyan Extraordinary Resolution, may and the Trustee shall not be paid, responsible for any loss or liability incurred or suffered by the Indemnified Party by reason Issuer, the Guarantor, the LC Bank, the Bondholders or any other person as a result of any delay in it exercising such discretion or power, taking or refraining from such action, making such decision, or giving such direction where the Trustee is seeking such directions from Bondholders or in the event that no such directions are received by the Trustee’s acceptance or administration . None of the Trust, its compliance with its duties set forth in this Agreement, Trustee or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case Agent shall Lululemon or Exchangeco be liable under this indemnity to any Bondholder, the Issuer, the Guarantor, the LC Bank or any other person for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified action taken by the Trustee or such Agent in accordance with the instructions of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claimBondholders. Subject to clause (ii) below, Lululemon and Exchangeco The Trustee shall be entitled to participate rely on any direction, request or resolution of Bondholders given by Bondholders holding the requisite principal amount of Bonds outstanding or passed at their own expense a meeting of Bondholders convened and held in accordance with the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claimTrust Deed. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel Each Bondholder shall be at solely responsible for making and continuing to make its own independent appraisal and investigation into the expense financial condition, creditworthiness, condition, affairs, status and nature of the Trustee unless: (i) Issuer, the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) Guarantor and the named parties to any such suit include both the Trustee and Lululemon or Exchangeco LC Bank, and the Trustee shall not at any time have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to any responsibility for the same and each Bondholder shall not rely on the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trusteerespect thereof.

Indemnification of the Trustee. Lululemon Subject to the limitations described in clause (B) of the definition of Available Distribution Amount, Xxxxx Fargo Bank, N.A., both in its individual capacity and Exchangeco jointly in its capacities as Trustee and severally agree to indemnify and hold harmless the Trustee Certificate Registrar hereunder, and each of its directors, officers, employees and agents appointed shall be indemnified and acting in accordance with this Agreement (collectivelyheld harmless by, and entitled to reimbursement from, the “Indemnified Parties”) against all claimsTrust Fund for any claim, lossesloss, damagesliability, damage, cost or expense, including without limitation any reasonable costs, penalties, fines legal fees and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct and any extraordinary or bad faith on the part of such Indemnified Party, may be paidunanticipated expense, incurred or suffered by expended (without negligence or willful misconduct on its or their part) in connection with, (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves or for the Indemnified Party by reason or as a result sake of the Trustee’s Trust Fund any legal proceeding, whether pending or threatened, that is related directly or indirectly in any way to the Trust Fund, this Agreement, the Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement, the Mortgage Loans or other assets of the Trust Fund, or the Certificates (including without limitation the initial offering, any secondary trading and any transfer and exchange of the Certificates), (b) the acceptance or administration of the Trusttrusts created hereunder, (c) the performance or exercise or the lack of performance or exercise of any or all of its compliance or their powers, duties, rights, responsibilities, or privileges hereunder, including without limitation (i) complying with any new or updated laws or regulations directly related to the Trustee's performance of its duties obligations under this Agreement and (ii) addressing any bankruptcy in any way related to or affecting this Agreement, the Servicing Agreement, the Mortgage Loan Purchase and Sale Agreement or any party to such agreements, including, as applicable, all costs incurred in connection with the use of default specialists within or outside Xxxxx Fargo Bank, N.A. (in the case of Xxxxx Fargo Bank, N.A. personnel, such costs to be calculated using standard market rates). In connection with any claim as to which indemnification is to be sought hereunder: (i) the Trustee shall give the Depositor written notice thereof promptly after the Trustee shall have knowledge thereof; (ii) while maintaining control over its own defense, the Trustee shall cooperate and consult fully with the Depositor in preparing such defense; and (iii) notwithstanding anything to the contrary in this Section 6.11, the Trust Fund shall not be liable for settlement of any such claim by the Trustee entered into without the prior consent of the Depositor, which consent shall not be unreasonably withheld. The indemnification obligations set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity Section shall survive the termination discharge of this Agreement and the termination or resignation or removal of the TrusteeTrustee and Certificate Registrar.

Indemnification of the Trustee. Lululemon Merilus USA and Exchangeco Merilus Canada jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementagreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon Merilus USA or Exchangeco Merilus Canada pursuant hereto. In no case shall Lululemon will Merilus USA or Exchangeco Merilus Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Merilus USA and Exchangeco shall Merilus Canada will be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall will have received any such written assertion of a claim or shall will have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Merilus USA and Exchangeco shall Merilus Canada will be entitled to participate at their own expense in the defence defense and, if Lululemon and Exchangeco Merilus USA or Merilus Canada so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall will have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall will be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Merilus USA or ExchangecoMerilus Canada, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Lululemon Merilus USA or Exchangeco Merilus Canada and the Trustee shall will have been advised by counsel acceptable to Lululemon Merilus USA or Exchangeco Merilus Canada that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Merilus USA or Exchangeco Merilus Canada and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken 130 exists (in which case Lululemon Merilus USA and Exchangeco shall Merilus Canada will not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall will be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall will survive the termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of the trust.

Indemnification of the Trustee. Lululemon (a) Bionik US and Exchangeco the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, gross negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementagreement, or any written or oral instruction delivered to the Trustee by Lululemon Bionik US or Exchangeco the Corporation pursuant hereto. . (b) In no case shall Lululemon Bionik US or Exchangeco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Bionik US and Exchangeco the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Bionik US and Exchangeco the Corporation shall be entitled to participate at their own expense in the defence and, if Lululemon Bionik US and Exchangeco the Corporation so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Bionik US or Exchangecothe Corporation; or (ii) the named parties to any such suit include both the Trustee and Lululemon Bionik US or Exchangeco the Corporation and the Trustee shall have been advised by counsel acceptable to Lululemon Bionik US or Exchangeco the Corporation that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Bionik US or Exchangeco the Corporation and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Bionik US and Exchangeco the Corporation shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Acquiror and Exchangeco the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Acquiror or Exchangeco the Corporation pursuant hereto. In no case shall Lululemon Acquiror or Exchangeco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Acquiror and Exchangeco the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Acquiror and Exchangeco the Corporation shall be entitled to participate at their own expense in the defence defense and, if Lululemon Acquiror and Exchangeco the Corporation so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Acquiror or Exchangecothe Corporation; or (ii) the named parties to any such suit include both the Trustee and Lululemon Acquiror or Exchangeco the Corporation and the Trustee shall have been advised by counsel acceptable to Lululemon Acquiror or Exchangeco the Corporation that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Acquiror or Exchangeco the Corporation and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Acquiror and Exchangeco the Corporation shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Holdings and Exchangeco the Partnership jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, Trust or its compliance with its duties set forth in this Agreement, Agreement or any written or oral instruction delivered to the Trustee by Lululemon Holdings or Exchangeco the Partnership pursuant hereto. In no case shall Lululemon Holdings or Exchangeco the Partnership be liable under this indemnity for any claim against any of unless Holdings and the Indemnified Parties unless Lululemon and Exchangeco Partnership shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, Parties promptly after any of the Indemnified Parties shall have received any such a written assertion of such a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Holdings and Exchangeco the Partnership shall be entitled to participate at their own expense in the defence and, if Lululemon Holdings and Exchangeco the Partnership so elect at any time after receipt of such notice, any subject to (ii) below, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Holdings or Exchangecothe Partnership, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Lululemon Holdings or Exchangeco the Partnership and the Trustee shall have been advised by counsel acceptable to Lululemon Holdings or Exchangeco the Partnership that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Holdings or Exchangeco the Partnership and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Holdings and Exchangeco the Partnership shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon 25 The Trust Deed contains provisions for the indemnification of the Trustee and Exchangeco jointly for its relief from responsibility including from taking proceedings unless indemnified and/or secured and/or pre-funded of its satisfaction. The Trustee is entitled to enter into business transactions with the Issuer and severally agree any entity related to indemnify the Issuer without accounting for any profit. 26 None of the Trustee or any of the Agents shall be responsible for the performance by the Issuer and hold harmless any other person appointed by the Issuer in relation to the Bonds of the duties and obligations on their part expressed in respect of the same and, unless it has written notice from the Issuer to the contrary, the Trustee and each Agent shall be entitled to assume that the same are being duly performed. None of its directors, officers, employees and agents appointed and acting the Trustee or any Agent shall be liable to any Securityholder or any other person for any action taken by the Trustee or such Agent in accordance with this Agreement (collectivelythe instructions, direction or request of the Securityholders. The Trustee shall be entitled to rely on any instructions, direction, request or resolution of Securityholders given by holders of the requisite principal amount of Securities outstanding or passed at a meeting of Securityholders convened and held in accordance with the Trust Deed. Whenever the Trustee is required or entitled by the terms of the Trust Deed, the “Indemnified Parties”) Agency Agreement or these Conditions to exercise any discretion or power, take any action, make any decision or give any direction or certification, the Trustee is entitled, prior to its exercising any such discretion or power, taking any such action, making any such decision, or giving any such direction or certification, to seek directions from the Securityholders by way of an Extraordinary Resolution, and shall have been indemnified and/or provided with security and/or pre-funded to its satisfaction against all claimsaction, lossesproceedings, damages, reasonable claims and demands to which it may be or become liable and all costs, penaltiescharges, fines and reasonable damages expenses (including reasonable expenses of the Trustee’s but not limited to legal counselexpenses) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, and liabilities which may be paidincurred by it in connection therewith, and the Trustee shall not be responsible for any loss or liability incurred or suffered by the Indemnified Party by reason or any person as a result of any delay in it exercising such discretion or power, taking such action, making such decision, or giving such direction where the Trustee’s acceptance Trustee is seeking such directions or administration in the event that no such directions or certifications are received. The Trustee shall not be under any obligation to monitor compliance with the provisions of the TrustTrust Deed, its compliance with its duties set forth in this Agreementthe Agency Agreement or these Conditions. 27 The Trustee may rely without liability to Securityholders on any report, confirmation or certificate or any written opinion or oral instruction delivered advice of any accountants, lawyers, financial advisers, financial institution or any other expert, whether or not addressed to the Trustee it and whether their liability in relation thereto is limited (by Lululemon its terms or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for by any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified engagement letter relating thereto entered into by the Trustee of the written assertion of or any other person or in any other manner) by reference to a claim monetary cap, methodology or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature otherwise. The Trustee may accept and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce rely on any such claim. The Trustee shall have the right to employ separate counsel in any report, confirmation, certificate, opinion or advice and such suit and participate in the defence thereofreport, but the fees and expenses of such counsel confirmation, certificate, opinion or advice shall be at binding on the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both Issuer, the Trustee and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the TrusteeSecurityholders.

Indemnification of the Trustee. Lululemon (1) D-Wave Quantum, CallCo and Exchangeco ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable and documented expenses (including reasonable and documented expenses of the Trustee’s legal counsel) which, without bad faith, fraud, negligence, recklessness, wilful gross negligence or willful misconduct or bad faith on the part of such any Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon D-Wave Quantum, CallCo or Exchangeco ExchangeCo pursuant hereto. In no case . (2) The Trustee shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon promptly notify D-Wave Quantum, CallCo and Exchangeco shall be notified by the Trustee of the written assertion ExchangeCo of a claim or of any action commenced against the any Indemnified Parties, Parties promptly after the Trustee or any of the Indemnified Parties shall have received any such written assertion of such a claim or shall action or have been served with a summons or other first legal process giving information as to the nature and basis of the claimclaim or action; provided, however, that the omission to so notify D-Wave Quantum, CallCo or ExchangeCo shall not relieve D-Wave Quantum, CallCo or ExchangeCo of any liability which any of them may have to any Indemnified Party except to the extent that any such delay prejudices the defence of any such claim or action or results in any increase in the liability which D-Wave Quantum, CallCo or ExchangeCo have under this indemnity. Subject to clause (ii) below, Lululemon D-Wave Quantum, CallCo and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence and, if Lululemon D-Wave Quantum, CallCo and Exchangeco ExchangeCo so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: unless (i) the employment of such counsel has been authorized by Lululemon D-Wave Quantum, CallCo or Exchangeco; ExchangeCo, or (ii) the named parties to any such suit include both the Trustee and Lululemon D-Wave Quantum, CallCo or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco D-Wave Quantum, CallCo and ExchangeCo that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon D-Wave Quantum, CallCo or Exchangeco ExchangeCo and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon D-Wave Quantum, CallCo and Exchangeco ExchangeCo shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement the Trust and the resignation or removal of the Trustee. (3) Notwithstanding any other provision of this Agreement, any liability of the Trustee shall be limited to: (i) direct damages; and (ii) in the aggregate, the amount of annual fees collected by the Trustee under this Agreement in the twelve (12) months immediately preceding the first notice of the claim. (4) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Trustee shall not be liable under any circumstances whatsoever for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages of any other person.

Indemnification of the Trustee. Lululemon The Trust and Exchangeco AcquisitionCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees employees, shareholders and agents agents, and all of their successors and assigns, appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against in respect of: (a) any liability and all claims, losses, damages, reasonable costs, penaltiescharges and expenses sustained or incurred in respect of any action, fines and reasonable expenses (including reasonable expenses suit or proceeding that is proposed or commenced against the Trustee or against such directors, officers, employees, shareholders or agents, as the case may be, for or in respect of the Trustee’s legal counsel) whichany act, without fraud, negligence, recklessness, wilful misconduct omission or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result error in respect of the Trustee’s acceptance or administration of the Trusttrust and the Trustee’s execution of all duties and responsibilities and exercise of all powers and authorities pertaining thereto; (b) all other costs, its compliance with its duties set forth charges, taxes, penalties and interest in this Agreement, respect of unpaid taxes; and (c) all other expenses and liabilities sustained or any written or oral instruction delivered to incurred by the Trustee by Lululemon in respect of the administration or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against termination of the trust; unless any of the Indemnified Parties unless Lululemon foregoing arise out of the gross negligence, willful misconduct or fraud of the Trustee or any of its directors, officers, employees, shareholders or agents, in which case the provisions of this Section 8.1 shall not apply. StarPoint Energy Trust, ExchangeCo and Exchangeco AmalgamationCo shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim, provided that the omission to so notify StarPoint Energy Trust, ExchangeCo and AmalgamationCo shall not relieve StarPoint Energy Trust, ExchangeCo and AmalgamationCo of any liability which any of them may have to any Indemnified Party except and only to the extent that any such delay in or failure to give notice as herein required prejudices the defence of such claim or action or results in any increase in the liability which StarPoint Energy Trust, ExchangeCo and AmalgamationCo have under this indemnity. Subject to clause (ii) below, Lululemon StarPoint Energy Trust, ExchangeCo and Exchangeco AmalgamationCo shall be entitled to participate at their own expense in the defence defense and, if Lululemon StarPoint Energy Trust, ExchangeCo and Exchangeco AmalgamationCo so elect at any time after receipt of such notice, any of them may assume the defence defense of any suit brought to enforce any such claim. The claim in which case, the Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or ExchangecoStarPoint Energy Trust, ExchangeCo and AmalgamationCo; or (ii) the named parties to any such suit include both the Trustee and Lululemon StarPoint Energy Trust, ExchangeCo or Exchangeco AmalgamationCo and the Trustee shall have been advised by counsel acceptable to Lululemon StarPoint Energy Trust, ExchangeCo or Exchangeco AmalgamationCo that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon StarPoint Energy Trust, ExchangeCo or Exchangeco AmalgamationCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon StarPoint Energy Trust, ExchangeCo and Exchangeco AmalgamationCo shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Source and Exchangeco Cableshare jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement trust agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementtrust agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon Source or Exchangeco Cableshare pursuant hereto. In no case shall Lululemon Source or Exchangeco Cableshare be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Source and Exchangeco Cableshare shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) ), below, Lululemon Source and Exchangeco Cableshare shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco Source or Cableshare so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of 17 18 the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Source or ExchangecoCableshare; or (ii) the named parties to any such suit include both the Trustee and Lululemon Source or Exchangeco Cableshare and the Trustee shall have been advised by counsel acceptable to Lululemon Source or Exchangeco Cableshare that there may be one or more legal defences available to the Trustee that which are different from or in addition to those available to Lululemon Source or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken Cableshare (in which case Lululemon Source and Exchangeco Cableshare shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon ParentCo, CallCo and Exchangeco the Company jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon ParentCo, CallCo or Exchangeco the Company pursuant hereto. In no case shall Lululemon ParentCo, CallCo or Exchangeco the Company be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon ParentCo, CallCo and Exchangeco the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving 28 -24- information as to the nature and basis of the claim. Subject to clause (iii) below, Lululemon ParentCo, CallCo and Exchangeco the Company shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco ParentCo, CallCo or the Company so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon ParentCo or Exchangecothe Company, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Lululemon CallCo or Exchangeco ParentCo or the Company and the Trustee shall have been advised by counsel acceptable to Lululemon ParentCo, CallCo or Exchangeco the Company that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon ParentCo, CallCo or Exchangeco the Company and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case Lululemon ParentCo, CallCo and Exchangeco the Company shall not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity Such indemnification shall survive the termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of this Agreement.

Indemnification of the Trustee. Lululemon (1) Newmont and New Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementagreement, or any written or oral instruction delivered to the Trustee by Lululemon Newmont or New Exchangeco pursuant hereto. . (2) In no case shall Lululemon Newmont or New Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Newmont and New Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Newmont and New Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon Newmont and New Exchangeco so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Newmont or New Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon Newmont or New Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon Newmont or New Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Newmont or New Exchangeco and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Newmont and New Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity The indemnities contained in this Article 9 shall survive the termination of this Agreement the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Patch and Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, partners, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon Patch or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) ), below, Lululemon Patch and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon Patch and Exchangeco so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. In the event Patch and/or Exchangeco assume the defence of the Trustee, no settlement of any claim shall be entered into without the prior approval of the Trustee; and the Trustee shall have the right to re-assume the defence of any suit if Patch or Exchangeco fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Patch or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon Patch or Exchangeco Exchangeco, and the Trustee shall have been advised by counsel acceptable to Lululemon Patch or Exchangeco that there may be one or more legal defences available to the Trustee that which are different from or in addition to those available to Lululemon Patch or Exchangeco and that, that in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Exchangeco and Exchangeco Patch shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee)) . This indemnity Neither Patch nor Exchangeco shall survive the termination be liable for any settlement of a matter in respect of which an Indemnified Party may seek indemnification under this Agreement section 9.1, unless Patch and the resignation or removal of the TrusteeExchangeco have consented in writing to such settlement.

Indemnification of the Trustee. Lululemon The Trust hereby agrees to be primary obligor and Exchangeco jointly and severally agree to indemnify shall indemnify, defend and hold harmless CSC Delaware Trust Company, in its individual capacity and in its capacity as Trustee and any of the officers, directors, employees, affiliates and agents of the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Trustee Indemnified PartiesPersons”) from and against any and all claims, losses, damages, reasonable liabilities, claims, actions, suits, costs, penaltiesexpenses, fines and reasonable expenses disbursements (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses in connection with enforcement of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties its rights to any such suit include both the Trustee indemnity hereunder and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay including the reasonable fees and expenses of counsel for counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the Trustee). This indemnity shall survive extent that such Expenses arise out of or are imposed upon or asserted at any time against such Trustee Indemnified Persons with respect to the performance of this Second Amended and Restated Declaration of Trust, the creation, operation or termination of this Agreement and the resignation Trust or removal the transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Trustee Indemnified Person for any Expenses which are a result of the Trusteewillful misconduct, bad faith or gross negligence of a Trustee Indemnified Person. If the Trust shall have insufficient assets or improperly refuses to pay a Trustee Indemnified Person within sixty (60) days of a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or indemnify, defend and hold harmless a Trustee Indemnified Person as if it were the primary obligor hereunder; provided, however, that the Sponsor shall not be required to indemnify any Trustee Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of a Trustee Indemnified Person. To the fullest extent permitted by law, Expenses to be incurred by a Trustee Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Sponsor prior to the final disposition of any matter upon receipt by the Sponsor of an undertaking by, or on behalf of, such Trustee Indemnified Person to repay such amount if it shall be determined that the Trustee Indemnified Person is not entitled to be indemnified under this Second Amended and Restated Declaration of Trust.

Indemnification of the Trustee. Lululemon The Trust and Exchangeco AcquisitionCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees employees, shareholders and agents agents, and all of their successors and assigns, appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against in respect of: (a) any liability and all claims, losses, damages, reasonable costs, penaltiescharges and expenses sustained or incurred in respect of any action, fines and reasonable expenses (including reasonable expenses suit or proceeding that is proposed or commenced against the Trustee or against such directors, officers, employees, shareholders or agents, as the case may be, for or in respect of any act, omission or error in respect of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trusttrust and the Trustee's execution of all duties and responsibilities and exercise of all powers and authorities pertaining thereto; (b) all other costs, its compliance with its duties set forth charges, taxes, penalties and interest in this Agreementrespect of unpaid taxes; and (c) all other expenses and liabilities sustained or incurred by the Trustee in respect of the administration or termination of the trust; unless any of the foregoing arise out of the gross negligence, wilful misconduct or fraud of the Trustee or any written of its directors, officers, employees, shareholders or oral instruction delivered to agents, in which case the Trustee by Lululemon or Exchangeco pursuant heretoprovisions of this Section 8.1 shall not apply. In no case shall Lululemon the Trust or Exchangeco AcquisitionCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon the Trust and Exchangeco AcquisitionCo shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon the Trust and Exchangeco AcquisitionCo shall be entitled to participate at their own expense in the defence and, if Lululemon the Trust and Exchangeco AcquisitionCo so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon the Trust or ExchangecoAcquisitionCo; or (ii) the named parties to any such suit include both the Trustee and Lululemon the Trust or Exchangeco AcquisitionCo and the Trustee shall have been advised by counsel acceptable to Lululemon the Trust or Exchangeco AcquisitionCo that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon the Trust or Exchangeco AcquisitionCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon the Trust and Exchangeco AcquisitionCo shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of the Trust.

Indemnification of the Trustee. Lululemon and Exchangeco jointly and severally agree Each Lessee agrees to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) whichofficers, without frauddirectors, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim agents and employees against any and all or, in the case of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon such Lessee’s Pro Rata Share of all claims, demands and Exchangeco shall be entitled to participate at their own expense liabilities of whatsoever nature, and all or, in the defence andcase of clause (ii) below, if Lululemon such Lessee’s Pro Rata Share of all costs and Exchangeco so elect at any time after receipt of such noticeexpenses, any of them may assume the defence of any suit brought relating to enforce any such claim. The Trustee shall have the right to employ separate counsel or in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unlessway arising out of: (i) the employment any acts or omissions of such counsel has been authorized by Lululemon or Exchangeco; or Lessee pursuant to this Lease and (ii) the named parties Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any such suit include both of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and Lululemon other costs or Exchangeco expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, in each case with respect to the Group V Series of Notes, the Group V Collateral, the Group V Master Collateral and any Related Documents with respect to any Group V Series of Notes; provided, however, the Lessees shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Indemnified Person’s gross negligence or willful misconduct. Any such indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the limitations hereof. The indemnification provided for in this Section 15.2 shall have been advised by counsel acceptable be in addition to Lululemon or Exchangeco that there may be one or more legal defences any other indemnities available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of the duties of the Lessees hereunder and the termination of this Agreement and Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon 21.1 The Trustee will be entitled to receive indemnity from the debenture holders or from the Company, as the case may be, in respect of reasonable expenses it has incurred and/or may incur in connection with the operations it has performed or is obliged to perform by virtue of its obligation pursuant to the terms and Exchangeco jointly conditions of this Deed, and/or according to law and/or a directive of a competent authority and/or any statute and/or on a demand by the debenture holders and/or at the Company’s request, provided that: 21.1.1 The expenses in respect of liability for damage are reasonable. 21.1.2 The Trustee acted in good faith, and severally agree the act was performed in the scope of fulfilling its function. 421.2 Without prejudice to indemnify the rights to compensation and hold harmless to indemnity granted to the Trustee and each according to the law and/or without prejudice to the commitments of its directors, officers, employees and agents appointed and acting the Company and/or the debenture holders in accordance with this Agreement (collectivelyDeed, the “Indemnified Parties”) against Trustee, its attorney, manager, agent or other person appointed by the Trustee in accordance with this Deed, will be entitled to receive indemnity out of the moneys that will be received by the Trustee as a consequence of proceedings it has taken and/or otherwise in accordance with this Deed, with regard to the obligations they have assumed regarding the expenses that have been incurred in the course of performing the trust or in connection with such operations, which in their opinion were necessary for performing the matters aforesaid and/or in connection with the exercise of the powers and permissions conferred by virtue of this Deed and also in connection with all claimskinds of legal proceedings, lossesopinions of attorneys and other experts, damagesnegotiations, reasonable costsdiscussions, penaltiesexpenses, fines claims and reasonable demands relating to any matter and/or thing that was done and/or was not done in any manner in relation to the foregoing, and the Trustee may withhold money in its possession and make payment out of such money of the requisite amounts for purposes of paying such indemnity. All the aforesaid amounts will rank ahead of and prior to the debenture holders and subject to the provisions of any law, provided that the Trustee acted in good faith. 21.3 Wherever the Trustee is obliged pursuant to the terms and conditions of the Deed of Trust and/or according to law and/or a directive of a competent authority and/or any statute and/or upon a demand by the debenture holders and/or at the request of the Company, to perform any act, including, without limitation, the commencing of proceedings or the filing of claims on a demand by the debenture holders, as stated in the Deed of Trust, the Trustee will be entitled to refrain from taking any such action until it receives a deed of indemnity to its satisfaction from the debenture holders or any of them, and if the act is performed on a demand by the Company, from the Company, in respect of any liability for damage and/or for expenses that might be incurred by the Trustee and the Company or either of them, as a consequence of the performing of such act. The Trustee’s power to refrain from such act shall not apply in circumstances where urgent action is necessary in order to prevent material prejudice to the rights of the debenture holders. 21.4 Notwithstanding the contents of this Clause 21 above (including reasonable expenses the sub-clauses hereof), whenever the Trustee deems fit, for purposes of the protection and/or the realization of the rights of the debenture holders, and/or is obliged, according to the conditions of this Deed and/or according to law and/or a directive of a competent authority and/or any law and/or at the request of the Company and/or the debenture holders, to institute legal proceedings, the Company shall deposit with the Trustee an amount that will be fixed by the Trustee as the anticipated amount of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on expenses in connection with such proceedings. In the part of such Indemnified Party, may be paid, incurred or suffered event that the Company does not deposit the aforesaid amount at the time it was requested by the Indemnified Party by reason or as a result of Trustee to do so and/or where in the Trustee’s acceptance or administration opinion there is doubt regarding the Company’s ability to cover the expenses connected with the taking of proceedings by the Trustee, the Trustee shall immediately call a meeting of debenture holders in order to confirm their liability for the cover of the Trustexpenses connected with the proceedings which the Trustee will take. In a case in which the debenture holders refuse to bear the expenses connected with the taking of proceedings by the Trustee, there will be no obligation on the Trustee to take such proceedings. It is hereby clarified that the agreement of the debenture holders as aforesaid does not release the Company from its compliance obligations to bear and to cover all the expenses connected with its duties the taking of such proceedings. Likewise, all the moneys that will be received from proceedings for realization shall also serve for refund and cover of expenses which the debenture holders have undertaken to bear as aforesaid. 21.5 It is agreed that indemnity for the Trustee as set forth in this AgreementClause 21 in respect of: (1) operations it has performed and/or has been called upon to perform by virtue of its obligation under the terms and conditions of the Deed of Trust or for purposes of protecting the rights of the debenture holders (including by virtue of a demand by a holder) – shall be borne and paid by the Company; (2) acts it has performed and/or has been called upon to perform at the request of the Company – shall be borne and paid by the Company; and (3) actions it has performed and/or has been called upon to perform on a request by the debenture holders (excluding acts as aforesaid that were taken on a demand by holders for purposes of protecting the rights of the debenture holders) – shall be borne and paid by the debenture holders. It is further agreed that if there is an obligation for indemnity on the Company as aforesaid and the indemnification is not received from the Company within 60 days from the Trustee’s demand, or any written or oral instruction delivered the holders will be liable for the indemnity to the Trustee. It is clarified that actual payment by the holders to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of not derogate from the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as Company’s obligation to refund to the nature and basis of holders the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense amount that was paid in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (situation in which case Lululemon and Exchangeco shall not have it was obliged to make payment thereof in accordance with the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination provisions of this Agreement and the resignation or removal of the TrusteeDeed.

Indemnification of the Trustee. Lululemon (1) Abgenix and Exchangeco the Company jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Abgenix or Exchangeco the Company pursuant hereto. . (2) In no case shall Lululemon Abgenix or Exchangeco the Company be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Abgenix and Exchangeco the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Abgenix and Exchangeco the Company shall be entitled to participate at their own expense in the defence and, if Lululemon Abgenix and Exchangeco the Company so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Abgenix or Exchangecothe Company (such authorization not to be unreasonably withheld); or (ii) the named parties to any such suit include both the Trustee and Lululemon Abgenix or Exchangeco the Company and the Trustee shall have been advised by counsel acceptable to Lululemon Abgenix or Exchangeco the Company that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Abgenix or Exchangeco the Company and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Abgenix and Exchangeco the Company shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Vivendi and Vivendi Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Vivendi or Vivendi Exchangeco pursuant heretounder this Agreement. In no case shall Lululemon Vivendi or Vivendi Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Vivendi and Vivendi Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Vivendi and Vivendi Exchangeco shall be entitled to participate at their own expense in the defence defense and, if Lululemon Vivendi and Vivendi Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Vivendi or Vivendi Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon Vivendi or Vivendi Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon Vivendi or Vivendi Exchangeco that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Vivendi, or Vivendi Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Vivendi and Vivendi Exchangeco shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon and Exchangeco jointly and severally agree Each Lessee agrees to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) whichofficers, without frauddirectors, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim agents and employees against any and all or, in the case of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon such Lessee’s Pro Rata Share of all claims, demands and Exchangeco shall be entitled to participate at their own expense liabilities of whatsoever nature, and all or, in the defence andcase of clause (ii) below, if Lululemon such Lessee’s Pro Rata Share of all costs and Exchangeco so elect at any time after receipt of such noticeexpenses, any of them may assume the defence of any suit brought relating to enforce any such claim. The Trustee shall have the right to employ separate counsel or in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unlessway arising out of: (i) the employment any acts or omissions of such counsel has been authorized by Lululemon or Exchangeco; or Lessee pursuant to this Lease and (ii) the named parties Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any such suit include both of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and Lululemon other costs or Exchangeco expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, in each case with respect to the Group VIII Series of Notes, the Group VIII Collateral, the Group VIII Master Collateral and any Related Documents with respect to any Group VIII Series of Notes; provided, however, the Lessees shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Indemnified Person’s gross negligence or willful misconduct. Any such indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the limitations hereof. The indemnification provided for in this Section 15.2 shall have been advised by counsel acceptable be in addition to Lululemon or Exchangeco that there may be one or more legal defences any other indemnities available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of the duties of the Lessees hereunder and the termination of this Agreement and Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon (a) Molycorp, Callco and Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without bad faith, fraud, gross negligence, recklessness, recklessness or wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Molycorp, Callco or Exchangeco pursuant hereto. In no case . (b) The Trustee shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon promptly notify Molycorp, Callco and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the any Indemnified Parties, Parties promptly after the Trustee or any of the Indemnified Parties shall have received any such written assertion of such a claim or shall action or have been served with a summons or other first legal process giving information as to the nature and basis of the claimclaim or action; provided, however, that the omission to so notify Molycorp, Callco or Exchangeco shall not relieve Molycorp, Callco or Exchangeco of any liability which any of them may have to any Indemnified Party except to the extent that any such delay prejudices the defence of any such claim or action or results in any increase in the liability which Molycorp, Callco or Exchangeco have under this indemnity. Subject to clause (ii) below, Lululemon Molycorp, Callco and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon Molycorp, Callco and Exchangeco so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: unless (i) the employment of such counsel has been authorized by Lululemon Molycorp, Callco or Exchangeco; Exchangeco or (ii) the named parties to any such suit include both the Trustee and Lululemon Molycorp, Callco or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Molycorp, Callco and Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Molycorp, Callco or Exchangeco and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Molycorp, Callco and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon The Trust Deed contains provisions for the indemnification of the Trustee and Exchangeco jointly for its relief from responsibility, including without limitation provisions relieving it from taking steps, actions or proceedings to enforce payment or taking other actions unless first indemnified and/or secured and/or pre-funded to its satisfaction. The Trustee and severally agree its affiliates are entitled (i) to indemnify enter into business transactions with the Issuer and/or any related entity and hold harmless to act as trustee for the holders of any other securities issued by, or relating to, the Issuer and any entity related to the Issuer, (ii) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Bondholders and (iii) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith. The Trustee may rely without liability to Holders, the Issuer or any other person on any report, information, confirmation or certificate from or any opinion or advice of any accountants, auditors, lawyers, valuers, auctioneers, surveyors, brokers, financial advisers, financial institution or any other expert, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee may accept and shall be entitled to rely on any such report, information, confirmation, certificate, opinion or advice, in which case such report, information, confirmation, certificate, opinion or advice shall be binding on the Issuer and the Holders. The Trustee shall not be responsible or liable to the Holders, the Issuer or any other person for any loss occasioned by acting on or refraining from acting on such report, information, confirmation, certificate, opinion or advice. Whenever the Trustee is required or entitled by the terms of the Trust Deed, the Agency Agreement or these Conditions to exercise any discretion or power, take any action, make any decision or give any direction, the Trustee is entitled, prior to exercising any such discretion or power, taking or refraining from any such action, making any such decision or giving any such direction, to seek directions or clarification of such directions from the Bondholders by way of Extraordinary Resolution, and the Trustee shall not be responsible for any loss or liability incurred by the Issuer, the Bondholders or any other person as a result of any delay in it exercising such discretion or power, taking or refraining from such action, making such decision or giving such direction as a result of seeking such direction or clarification of such direction from the Bondholders or in the event that no direction or clarification of such direction is given to the Trustee by the Bondholders. None of the Trustee or any of the Agents shall be responsible or liable for the performance by the Issuer and any other person appointed by the Issuer in relation to the Bonds of the duties and obligations on their part expressed in respect of the same and, unless it has written notice from the Issuer to the contrary, the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco Agent shall be entitled to participate at their own expense assume that the same are being duly performed. None of the Trustee or any Agent shall be liable to any Bondholder, the Issuer or any other person for any action taken by the Trustee or such Agent in accordance with the defence and, if Lululemon and Exchangeco so elect at any time after receipt instructions of such notice, any of them may assume the defence of any suit brought to enforce any such claimBondholders. The Trustee shall be entitled to rely on any direction, request or resolution of Bondholders given by Bondholders holding the requisite principal amount of Bonds outstanding or passed at a meeting of Bondholders convened and held in accordance with the Trust Deed. Neither the Trustee nor any of the Agents shall have any obligation to monitor compliance with the right provisions of the Trust Deed, the Agency Agreement or these Conditions or to employ separate counsel in take any such suit steps to ascertain whether an Event of Default or a Potential Event of Default or a Relevant Event has occurred or to monitor or investigate the occurrence of any Event of Default, Potential Event of Default or Relevant Event, and participate in shall not be responsible or liable to the defence thereofIssuer, but the fees and expenses of such counsel Holders or any other person for not doing so. Each Bondholder shall be at solely responsible for making and continuing to make its own independent appraisal and investigation into the expense financial condition, creditworthiness, condition, affairs, status and nature of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco Issuer, and the Trustee shall not at any time have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to any responsibility for the same and each Bondholder shall not rely on the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trusteerespect thereof.

Indemnification of the Trustee. Lululemon TMW, Canco and Exchangeco MG jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon TMW, Canco or Exchangeco MG pursuant hereto. In no case shall Lululemon TMW, Canco or Exchangeco MG be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon TMW, Canco and Exchangeco MG shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first 129 legal process giving information as to the nature and basis of the claim. Subject to clause (iii) below, Lululemon TMW, Canco and Exchangeco MG shall be entitled to participate at their own expense in the defence defense and, if Lululemon and Exchangeco TMW, Canco or MG so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon TMW, Canco or ExchangecoMG; or (ii) the named parties to any such suit include both the Trustee and Lululemon TMW, Canco or Exchangeco MG and the Trustee shall have been advised by counsel acceptable to Lululemon TMW, Canco or Exchangeco MG that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon TMW, Canco or Exchangeco MG and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case Lululemon TMW, Canco and Exchangeco MG shall not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and or the resignation or removal replacement of the Trustee.

Indemnification of the Trustee. Lululemon Parent and Exchangeco Company jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance or intended compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon Parent or Exchangeco Company pursuant hereto. In no case shall Lululemon Parent or Exchangeco Company be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Parent and Exchangeco Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause clauses (ii) and (iii) below, Lululemon Parent and Exchangeco Company shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco Parent or Company so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Parent or ExchangecoCompany; or (ii) the named parties to any such suit include both the Trustee and Lululemon Parent or Exchangeco Company and the Trustee shall have been advised by counsel acceptable to Lululemon Parent or Exchangeco Company that there may be one or more legal defences available to the Trustee that which are different from or in addition to those available to Lululemon Parent or Exchangeco and that, in the judgment of Company; or (iii) neither Parent nor Company are named as parties to any such counsel, would present a conflict of interest were a joint representation to be undertaken suit (in which case Lululemon (i.e. (ii) or (iii)) Parent and Exchangeco Company shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity The indemnities contained in this Section 8.1 shall survive the termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of the trusts hereby created.

Indemnification of the Trustee. Lululemon Parent and Exchangeco Acquisition Sub jointly and severally agree to indemnify indemnify, and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, collectively the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, gross negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon Parent or Exchangeco Acquisition Sub pursuant hereto. In no case shall Lululemon Parent or Exchangeco Acquisition Sub be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Parent and Exchangeco Acquisition Sub shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) ), below, Lululemon Parent and Exchangeco Acquisition Sub shall be entitled to participate at their own expense in the defence defense and, if Lululemon and Exchangeco Parent or Acquisition Sub so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Parent or ExchangecoAcquisition Sub; or (ii) the named parties to any such suit include both the Trustee and Lululemon Parent or Exchangeco Acquisition Sub and the Trustee shall have been advised by counsel acceptable to Lululemon Parent or Exchangeco Acquisition Sub that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Parent or Exchangeco Acquisition Sub and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case Lululemon Parent and Exchangeco Acquisition Sub shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Acquiror and Exchangeco Canco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Acquiror or Exchangeco Canco pursuant hereto. In no case shall Lululemon Acquiror or Exchangeco Canco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Acquiror and Exchangeco Canco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Acquiror and Exchangeco Canco shall be entitled to participate at their own expense in the defence defense and, if Lululemon Acquiror and Exchangeco Canco so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Acquiror or ExchangecoCanco; or (ii) the named parties to any such suit include both the Trustee and Lululemon Acquiror or Exchangeco Canco and the Trustee shall have been advised by counsel acceptable to Lululemon Acquiror or Exchangeco Canco that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Acquiror or Exchangeco Canco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Acquiror and Exchangeco Canco shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon 22.1 The Trustee shall be entitled to receive indemnification from the Debenture Holders or from the Company, as relevant, for reasonable expenses that it has incurred and/or will incur in connection with the actions that it has performed or must perform pursuant to its duty hereby, and/or by law and/or by order of a competent authority and/or any statute and/or upon the demand of the Debenture Holders and/or according to the demand of the Company. Notwithstanding the above, it is clarified and Exchangeco jointly agreed hereby that: 22.1.1 The Trustee shall not be entitled to demand such indemnification in advance on a matter that is urgent. 22.1.2 The Trustee shall be entitled to indemnification for liability for torts, in the case of being found thus liable by a final court ruling or a concluded settlement towards a third party that is not one of the Debenture Holders. 22.2 The Indemnification right detailed in section 22.1 above will be subject to the following terms: 22.2.1 The expenses for liability for damages is reasonable. 22.2.2 The Trustee acted in good faith and severally agree to indemnify the appropriate care, and hold harmless the Trustee and each action was preformed within the fulfillment of its directorsduty, officers, employees according to the provisions of law and agents appointed this Deed.. 22.3 Subject to the provisions of Sections 22.1 and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which22.2 above, without fraud, negligence, recklessness, wilful misconduct or bad faith on prejudice to the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered rights to compensation and indemnification that are granted to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any law and/or the commitments of the Indemnified Parties unless Lululemon Company and Exchangeco shall be notified the Debenture Holders hereby, the Trustee, its proxy, manager, agent or other person appointed by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall hereby will be entitled to participate at receive indemnification out of the sums that are received by the Trustee out of the proceedings taken and/or otherwise hereby, concerning undertakings that they have assumed, concerning expenses they incurred due to the performance of the Trust or related to such actions, which in their own expense opinion were required for executing the aforesaid and/or concerning the exercising of authorities and authorizations granted hereby and concerning all kinds of legal proceedings, opinions of advocates and other experts, negotiations, discussions, expenses, claims and demands concerning any matter and/or thing that are made and/or not made in any way concerning the subject matter, and the Trustee may withhold the funds that are in its possession and pay out of them the sums that are necessary for payment of the said indemnification. The said sums will take precedence over the rights of the Debenture Holders, subject to the provisions of the law. 22.4 For as long as the Trustee is required pursuant to the terms hereof an/or any statute and/or an order of a competent authority and/or the law and/or upon the demand of the Debenture Holders and/or the demand of the Company to perform any action, including, but not limited to instigating proceedings or filing claims upon the demand of the Debenture Holders, as stated herein, the Trustee shall be allowed to abstain from taking any such action until it receives, to its satisfaction, a letter of indemnification from any or all of the Debenture Holders, and if the action is performed owing to a demand of the Company, from the Company, for any liability for damages and/or expenses that may be incurred by the Trustee and by the Company or either of them, due to performing such an action. It is clarified that the foregoing does not exempt the Trustee from taking an urgent action that is required for preventing material infringement to the rights of the Debenture Holders. 22.5 Notwithstanding the provisions of this Section 22, as long as the trustee deems it right for protecting and/or exercising the rights of the Debenture Holders, and/or it is required hereby and/or by law and/or by an order of a competent authority and/or any statute and/or upon the demand of the Company and/or the Debenture Holders, to take legal proceedings, in the defence andcase of taking such an action due to a demand of the Company, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate Company will deposit in the defence thereof, but the fees and expenses of such counsel shall be at the expense hands of the Trustee unless: (i) the employment of such counsel has been authorized a sum that will be determined by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco and as the expected sum of the expenses of the Trustee concerning the proceedings. In any other case, the Trustee shall have been advised by counsel acceptable immediately call a Meeting of Debenture Holders in order to Lululemon or Exchangeco confirm their responsibility for covering the expenses involved in proceedings that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in takes. In the judgment case of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right Debenture Holders refusing to assume the defence of expenses involved in taking proceedings by the Trustee, the Trustee shall assume no duty to take such suit on behalf proceedings. In addition, all of the sums that are received from the realization proceedings will also be used for refunding and covering expenses that the Debenture Holders thus undertake to bear. It is clarified that the foregoing does not exempt the Trustee but shall be liable to pay the reasonable fees and expenses of counsel from taking an urgent action that is required for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal preventing material infringement of the Trusteerights of the Debenture Holders.

Indemnification of the Trustee. Lululemon and Exchangeco jointly and severally agree Each Lessee agrees to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) whichofficers, without frauddirectors, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim agents and employees against any and all or, in the case of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon such Lessee’s Pro Rata Share of all claims, demands and Exchangeco shall be entitled to participate at their own expense liabilities of whatsoever nature, and all or, in the defence andcase of clause (ii) below, if Lululemon such Lessee’s Pro Rata Share of all costs and Exchangeco so elect at any time after receipt of such noticeexpenses, any of them may assume the defence of any suit brought relating to enforce any such claim. The Trustee shall have the right to employ separate counsel or in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unlessway arising out of: (i) the employment any acts or omissions of such counsel has been authorized by Lululemon or Exchangeco; or Lessee pursuant to this Lease and (ii) the named parties Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any such suit include both of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and Lululemon other costs or Exchangeco expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, in each case with respect to the Group VI Series of Notes, the Group VI Collateral, the Group VI Master Collateral and any Related Documents with respect to any Group VI Series of Notes; provided, however, the Lessees shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Indemnified Person’s gross negligence or willful misconduct. Any such indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the limitations hereof. The indemnification provided for in this Section 15.2 shall have been advised by counsel acceptable be in addition to Lululemon or Exchangeco that there may be one or more legal defences any other indemnities available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of the duties of the Lessees hereunder and the termination of this Agreement and Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Holdings and Exchangeco the Partnership jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, Trust or its compliance with its duties set forth in this Agreement, Agreement or any written or oral instruction delivered to the Trustee by Lululemon Holdings or Exchangeco the Partnership pursuant hereto. In no case shall Lululemon Holdings or Exchangeco the Partnership be liable under this indemnity for any claim against any of unless Holdings and the Indemnified Parties unless Lululemon and Exchangeco Partnership shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, Parties promptly after any of the Indemnified Parties shall have received any such a written assertion of such a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Holdings and Exchangeco the Partnership shall be entitled to participate at their own expense in the defence and, if Lululemon Holdings and Exchangeco the Partnership so elect at any time after receipt of such notice, any subject to (ii) below, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Holdings or Exchangecothe Partnership, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Lululemon Holdings or Exchangeco the Partnership and the Trustee shall have been advised by counsel acceptable to Lululemon Holdings or Exchangeco the Partnership that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Holdings or Exchangeco the Partnership and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Holdings and Exchangeco the Partnership shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon The Trustee (in its individual capacity and Exchangeco jointly in its capacity as trustee hereunder) and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed shall be entitled to indemnification from the Trust Fund for any loss, liability or expense (including the reasonable compensation and acting the expenses and disbursements of its agents or counsel), incurred without negligence or willful misconduct on their part, arising out of, or in accordance with this Agreement (collectivelyconnection with, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trusttrusts created hereunder or under the Purchase Agreements, its compliance with its duties set forth in this the Servicing Agreement, Acknowledgements or any written the Custodial Agreement or oral instruction delivered to in connection with the Trustee by Lululemon performance of their duties hereunder or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for thereunder including the costs and expenses of defending themselves against any claim against in connection with the exercise or performance of any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim their powers or of any action commenced against the Indemnified Partiesduties hereunder or thereunder, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served provided that: (i) with a summons or other first legal process giving information as respect to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon given the Depositor and the Certificate Insurer written notice thereof promptly after the Trustee shall have knowledge thereof; (ii) while maintaining control over its own defense, the Trustee shall cooperate and consult fully with the Certificate Insurer or, if a Certificate Insurer Default has occurred and is continuing or Exchangeco that there may be one or more legal defences available all amounts owed to the Trustee that are different from or Class A Certificates and any amounts owed to the Certificate Insurer pursuant to the Insurance Agreement have been paid in addition to those available to Lululemon or Exchangeco and thatfull, the Depositor, in preparing such defense; and (iii) notwithstanding anything to the judgment of such counselcontrary in this Section 6.11, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco the Trust Fund shall not have be liable for settlement of any such claim by the right to assume Trustee entered into without the defence of such suit on behalf prior consent of the Trustee but Certificate Insurer or, if a Certificate Insurer Default has occurred and is continuing or all amounts owed to the Class A Certificates and any amounts owed to the Certificate Insurer pursuant to the Insurance Agreement have been paid in full, the Depositor, which consent shall not be liable to pay the reasonable fees and expenses unreasonably withheld. The provisions of counsel for the Trustee). This indemnity this Section 6.11 shall survive the any termination of this Agreement and the resignation or removal of the TrusteeTrustee or the Custodian and shall be construed to include, but not be limited to any loss, liability or expense under any environmental law.

Indemnification of the Trustee. Lululemon Holdings and Exchangeco THC, jointly and severally severally, agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement trust agreement (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementtrust agreement, or any written or oral instruction delivered to the Trustee by Lululemon Holdings or Exchangeco THC pursuant hereto. In no case shall Lululemon Holdings or Exchangeco THC be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Holdings and Exchangeco THC shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Holdings and Exchangeco THC shall be entitled to participate at their own expense in the defence and, if Lululemon Holdings and Exchangeco THC so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate participate, in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Holdings or ExchangecoTHC; or (ii) the named parties to any such suit include both the Trustee and Lululemon Holdings or Exchangeco THC and the Trustee shall have been advised by counsel acceptable to Lululemon Holdings or Exchangeco THC that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Holdings or Exchangeco THC and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Holdings and Exchangeco THC shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of this Agreement and the resignation or removal of the Trusteetrust agreement.

Indemnification of the Trustee. Lululemon (1) Newmont and Exchangeco Acquisitionco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementagreement, or any written or oral instruction delivered to the Trustee by Lululemon Newmont or Exchangeco Acquisitionco pursuant hereto. . (2) In no case shall Lululemon Newmont or Exchangeco Acquisitionco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Newmont and Exchangeco Acquisitionco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Newmont and Exchangeco Acquisitionco shall be entitled to participate at their own expense in the defence and, if Lululemon Newmont and Exchangeco Acquisitionco so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Newmont or ExchangecoAcquisitionco; or (ii) the named parties to any such suit include both the Trustee and Lululemon Newmont or Exchangeco Acquisitionco and the Trustee shall have been advised by counsel acceptable to Lululemon Newmont or Exchangeco Acquisitionco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Newmont or Exchangeco Acquisitionco and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Newmont and Exchangeco Acquisitionco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Hertz, as a Lessee and Exchangeco jointly and severally agree as Guarantor, agrees to indemnify and hold harmless the Trustee and each of its the Trustee’s officers, directors, officers, agents and employees against any and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, lossesdemands and liabilities of whatsoever nature, damagesand all costs and expenses, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct relating to or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unlessway arising out of: (i) the employment any acts or omissions of such counsel has been authorized by Lululemon or Exchangeco; or any Lessee pursuant to this Lease and (ii) the named parties Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any such suit include both of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and Lululemon other costs or Exchangeco expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, in each case with respect to the Group VII Series of Notes, the Series 2010-3 Collateral, the Group VII Master Collateral and any Series 2010-3 Related Documents with respect to any Group VII Series of Notes; provided, however, Hertz, as a Lessee or as Guarantor, shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 28, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Indemnified Person’s gross negligence or willful misconduct. Any such indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the limitations hereof. The indemnification provided for in this Section 28 shall have been advised by counsel acceptable be in addition to Lululemon or Exchangeco that there may be one or more legal defences any other indemnities available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of the duties of the Lessees hereunder and the termination of this Agreement and Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.. WEIL:\95390749\1\99910.6247

Indemnification of the Trustee. Lululemon and Exchangeco jointly and severally agree to indemnify and hold harmless The Trust Deed contains provisions for the indemnification, of the Trustee and each for its relief from responsibility, including without limitation provisions relieving it from taking actions or proceedings to enforce repayment unless indemnified and/or secured and/or pre-funded to its satisfaction. The Trustee is entitled to (a) enter into business transactions with the Issuer and any entity related (directly or indirectly) to the Issuer and to act as trustee, agent, depositary and/or custodian for the holders of its directorsany other securities issued or guaranteed by, officers, employees and agents appointed and acting in accordance with this Agreement (collectivelyor relating to, the “Indemnified Parties”Issuer and any entity related (directly or indirectly) against all claimsto the Issuer, losses(b) exercise and enforce its rights, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance comply with its obligations and perform its duties set forth under or in this Agreementrelation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or any written or oral instruction delivered to consequences for, the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco Bondholders, and (c) retain and not be liable under this indemnity to account for any claim against profit made or any of other amount or benefit received thereby or in connection therewith. The Trustee may rely conclusively and without liability to Bondholders, the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim Issuer or any other person on any report, confirmation, certificate, opinion or advice of any action commenced against the Indemnified Partiesaccountants, promptly after auditors, lawyers, financial advisers, financial institution or any of the Indemnified Parties shall have received other expert, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any such written assertion of engagement letter relating thereto or in any other manner) by reference to a claim monetary cap, methodology or shall have been served with a summons or other first legal process giving information as to the nature otherwise. The Trustee may accept and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce rely on any such claim. The Trustee shall have the right to employ separate counsel report, confirmation, certificate, opinion or advice, in any which case such suit and participate in the defence thereofreport, but the fees and expenses of such counsel confirmation, certificate, opinion or advice shall be at binding on the expense Issuer and the Bondholders. Each Bondholder shall be solely responsible for making and continuing to make its own independent appraisal and investigation into the financial condition, creditworthiness, condition, affairs, status and nature of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco Issuer, and the Trustee shall not at any time have been advised by counsel acceptable to Lululemon any responsibility or Exchangeco that there may be one or more legal defences available to liability for the same and each Bondholder shall not rely on the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trusteerespect thereof.

Indemnification of the Trustee. Lululemon Acquiror and Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, gross negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Acquiror or Exchangeco pursuant hereto. In no case shall Lululemon Acquiror or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Acquiror and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Acquiror and Exchangeco shall be entitled to participate at their own expense in the defence defense and, if Lululemon Acquiror and Exchangeco so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Acquiror or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon Acquiror or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon Acquiror or Exchangeco that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Acquiror or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Acquiror and Exchangeco shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon and Exchangeco jointly and severally agree 20.1.5.1 The Service Provider agrees to defend, indemnify and hold harmless the Trustee and each of its directors, officers, officers and employees from and agents appointed against any and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, liabilities, direct damages, reasonable costsdemands, penaltiescauses of action, fines suits, judgments, settlements, awards, costs and reasonable expenses of whatever kind, proceedings and actions, whether judicial, administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated or unliquidated (including reasonable expenses costs of enforcing any right to indemnification hereunder and defense and attorneys’ fees) (collectively, but excluding consequential, special, indirect, or punitive damages, “Losses”), that may accrue to or be incurred by the Trustee, resulting from or arising out of inaccuracies in representations or breaches of warranties or covenants made under this Agreement by the Service Provider and its officers and employees, other than such Losses that result from Trustee’s or its agent’s, officer’s, or employee’s Disabling Conduct. The termination of any proceeding by settlement shall not, by itself, create a presumption that any Losses relating to such settlement or otherwise relating to such proceeding arose primarily from Disabling Conduct of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon event will the Service Provider’s liability under or Exchangeco be liable under in connection with this indemnity for any claim against any Agreement (regardless of the Indemnified Parties unless Lululemon form of action giving rise to the liability, under any theory, whether in contract, tort, statutory, warranty, strict liability, or otherwise) exceed, in the aggregate, the amount received by the Service Provider pursuant to this Agreement [and Exchangeco shall ancillary agreements, to be notified by identified if applicable] as of any date of determination. If the Trustee or its officer or employee is seeking indemnification from Service Provider in connection with a third-party claim, then the Service Provider will be entitled to participate in and to assume the defense thereof to any extent, with counsel reasonably satisfactory to the Trustee. After notice from the Service Provider to the Trustee of the written assertion Service Provider’s election to participate in or assume the defense of a claim or such proceeding, the Service Provider will not be liable for expenses subsequently incurred by the Trustee in connection therewith. The Service Provider will not consent to entry of any action commenced against the Indemnified Parties, promptly after judgment or enter into any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt settlement of such notice, any of them may assume proceeding that does not include as an unconditional term thereof the defence of any suit brought to enforce any such claim. The Trustee shall have giving by the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon claimant or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available plaintiff to the Trustee that are different (or its officer or employee) of a release from or all liability in addition respect to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement proceeding and the resignation or removal of the Trusteerelated claim.

Indemnification of the Trustee. Lululemon and Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco 22.1 The trustee shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense an indemnification from holders of the Trustee unless: (i) bonds of the employment relevant series in respect of such counsel reasonable expenses he has been authorized by Lululemon incurred and/or will incur in connection with actions he has performed or Exchangeco; or (ii) the named parties has to any such suit include both the Trustee and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available perform with regard to the Trustee that are different from or series concerned because of his duty under the conditions of this deed and/or according to law and/or a directive of a competent authority and/or any legal rule and/or a demand of holders of the bonds (with the exclusion of expenses in addition to those available to Lululemon or Exchangeco and thatconnection with actions, as aforementioned, in accordance with the judgment of such counselcompany's demands, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon he shall be entitled to indemnification by the company). Despite the aforesaid, it is herewith clarified and Exchangeco agreed that: 22.1.1 The trustee shall not have the right to assume claim said indemnification in advance with regard to an urgent matter (without derogating from the defence trustee's right to indemnification after the event concerning the same matter, if his right has been established). 22.1.2 The trustee shall be entitled to indemnification in respect of such suit on behalf liability for damages if found liable by a final judgment or a concluded compromise with regard to a third party that does not hold bonds of the Trustee but series concerned. 22.2 The right to indemnification, as stated in Section 22.1, shall be liable subject to the following conditions: 22.2.1 The expenses on account of liability for damages are reasonable. 22.2.2 The trustee acted in good faith, and this action was taken within the scope of his duty, in accordance with legal provisions and under this deed of trust. 22.3 Without derogating from rights to compensation and indemnification granted to the trustee by law and/or according to commitments of the company and the holders of bonds in accordance with this deed, the trustee, his representative, a manager, an agent or any other person appointed by the trustee in accordance with this deed shall be entitled to receive, from the moneys received by the trustee from procedures conducted by him and/or in some other way in accordance with this deed, an indemnification concerning their undertakings, concerning their expenses in connection with the trusteeship or in connection with actions considered by them necessary for the abovementioned activity and/or in connection with exercise of authority and mandate based on this deed as well as in connection with different kinds of legal proceedings, opinions and consultation with lawyers and other experts, negotiations, discussions, expenses, claims and demands with regard to any subject and/or matter performed and/or not performed in some manner, all this in relation to the relevant series, and the trustee shall be allowed to detain the moneys in his possession and pay the reasonable fees sums necessary for said indemnification. All said amounts shall have preference over claims by holders of the bonds of the same series, subject to any legal rule, provided that the trustee acted in good faith and in accordance with his duties and any legal rule and in accordance with this deed. 22.4 Whenever the trustee is obliged, in accordance with the conditions of the deed of trust and/or the law and/or directives of a competent authority and/or any legal rule and/or a demand by holders of bonds of the relevant series and/or a demand by the company, to take any action relating to the series concerned, including, but not limited thereto, initiation of proceedings or filing of suits as demanded by holders of bonds of the series concerned, as stated in this deed of trust, the trustee shall have the right to refrain from taking any such action until he receives a satisfactory letter of indemnity from holders of bonds of the series concerned or from one of them and, if the action is taken on demand of the company, from the company, in respect of any liability for damages and/or expenses that the trustee or the company or one of counsel for them may incur as a result of said action. It is made clear that the Trustee). This indemnity shall survive aforesaid does not release the termination trustee from taking an urgent action required to prevent fundamental damage to the rights of holders of the bonds of the series concerned. 22.5 Despite all the aforesaid in this Section 22, whenever the trustee may think fit, in order to protect and/or realize the rights of holders of the bonds of the relevant series and/or if obliged, in accordance with the conditions of this Agreement deed and/or the law and/or directives of a competent authority and/or any legal rule and/or a demand by the company and/or a demand by holders of bonds of the series concerned, to take legal action, the company shall deposit with the trustee a sum, reasonably determined by the trustee as the expected sum of the trustee's expenses in connection with the proceedings. In case the company does not deposit the abovementioned sum on the date requested by the trustee and the resignation or removal trustee doubts the ability of the Trusteecompany to cover the expenses involved in conducting legal proceedings by the trustee, the trustee shall immediately convene a meeting of holders of the bonds of the series concerned in order to confirm their responsibility for covering of the expenses involved in the proceedings to be initiated by the trustee. In case the holders of the bonds of the series concerned refuse to bear the expenses involved in conducting legal proceedings by the trustee, the trustee shall not be obliged to conduct said legal proceedings. It is herewith made clear that agreement by the holders of said bonds does not release the company from its obligations to bear and to cover all expenses involved in taking said legal actions. In addition, any monies received from realization procedures shall also serve for reimbursement and return of expenses that holders of said bonds have undertaken to bear. It is made clear that the aforesaid does not release the trustee from taking urgent action that is required in order to prevent fundamental damage to the rights of holders of the bonds.

Indemnification of the Trustee. Lululemon Spectra Energy and Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, gross negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Spectra Energy or Exchangeco pursuant hereto. In no case shall Lululemon Spectra Energy or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Spectra Energy and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Spectra Energy and Exchangeco shall be entitled to participate at their own expense in the defence defense and, if Lululemon Spectra Energy and Exchangeco so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Spectra Energy or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon Spectra Energy or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon Spectra Energy or Exchangeco that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Spectra Energy or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Spectra Energy and Exchangeco shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon 22.1 The Trustee shall be entitled to receive indemnification from the Debenture Holders or from the Company, as relevant, for reasonable expenses that it has incurred and/or will incur in connection with the actions that it has performed or must perform pursuant to its duty hereby, and/or by law and/or by order of a competent authority and/or any statute and/or upon the demand of the Debenture Holders and/or according to the demand of the Company. Notwithstanding the above, it is clarified and Exchangeco jointly agreed hereby that: 22.1.1 The Trustee shall not be entitled to demand such indemnification in advance on a matter that is urgent. 22.1.2 The Trustee shall be entitled to indemnification for liability for torts, in the case of being found thus liable by a final court ruling or a concluded settlement towards a third party that is not one of the Debenture Holders. 22.2 The Indemnification right detailed in section 22.1 above will be subject to the following terms: 22.2.1 The expenses for liability for damages is reasonable. 22.2.2 The Trustee acted in good faith and severally agree to indemnify the appropriate care, and hold harmless the Trustee and each action was preformed within the fulfillment of its directorsduty, officers, employees according to the provisions of law and agents appointed this Deed. 22.3 Subject to the provisions of Sections 22.1 and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which22.2 above, without fraud, negligence, recklessness, wilful misconduct or bad faith on prejudice to the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered rights to compensation and indemnification that are granted to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any law and/or the commitments of the Indemnified Parties unless Lululemon Company and Exchangeco shall be notified the Debenture Holders hereby, the Trustee, its proxy, manager, agent or other person appointed by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall hereby will be entitled to participate at receive indemnification out of the sums that are received by the Trustee out of the proceedings taken and/or otherwise hereby, concerning undertakings that they have assumed, concerning expenses they incurred due to the performance of the Trust or related to such actions, which in their own expense in opinion were required for executing the defence andaforesaid and/or concerning the exercising of authorities and authorizations granted hereby and concerning all kinds of legal proceedings, if Lululemon opinions of advocates and Exchangeco so elect at other experts, negotiations, discussions, expenses, claims and demands concerning any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel matter and/or thing that are made and/or not made in any such suit and participate in way concerning the defence thereofsubject matter, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco may withhold the funds that there may be one or more legal defences available are in its possession and pay out of them the sums that are necessary for payment of the said indemnification. The said sums will take precedence over the rights of the Debenture Holders, subject to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf provisions of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trusteelaw.

Indemnification of the Trustee. Lululemon Veritas and Exchangeco VESI jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counselcounsel on a solicitor and his own client basis) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementagreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon Veritas or Exchangeco VESI pursuant hereto. In no case shall Lululemon Veritas or Exchangeco VESI be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Veritas and Exchangeco VESI shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) ), below, Lululemon Veritas and Exchangeco VESI shall be entitled to participate at their own expense in the defence defense and, if Lululemon and Exchangeco Veritas or VESI so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Veritas or ExchangecoVESI, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Lululemon Veritas or Exchangeco VESI and the Trustee shall have been advised by counsel acceptable to Lululemon Veritas or Exchangeco VESI that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Veritas or Exchangeco VESI and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case Lululemon Veritas and Exchangeco VESI shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of this agreement.

Indemnification of the Trustee. Lululemon The Trust hereby agrees to be primary obligor and Exchangeco jointly and severally agree to indemnify shall indemnify, defend and hold harmless the Delaware Trust Company, in its individual capacity and in its capacity as Trustee and each any of its the officers, directors, officersemployees, employees affiliates and agents appointed and acting in accordance with this Agreement of the Trustee (collectively, the “Trustee Indemnified PartiesPersons”) from and against any and all claims, losses, damages, reasonable liabilities, claims, actions, suits, costs, penaltiesexpenses, fines and reasonable expenses disbursements (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses in connection with enforcement of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties its rights to any such suit include both the Trustee indemnity hereunder and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay including the reasonable fees and expenses of counsel for counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the Trustee). This indemnity shall survive extent that such Expenses arise out of or are imposed upon or asserted at any time against such Trustee Indemnified Persons with respect to the performance of this Amended and Restated Declaration of Trust, the creation, operation or termination of this Agreement and the resignation Trust or removal the transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Trustee Indemnified Person for any Expenses which are a result of the Trusteewillful misconduct, bad faith or gross negligence of a Trustee Indemnified Person. If the Trust shall have insufficient assets or improperly refuses to pay a Trustee Indemnified Person within sixty (60) days of a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or indemnify, defend and hold harmless a Trustee Indemnified Person as if it were the primary obligor hereunder; provided, however, that the Sponsor shall not be required to indemnify any Trustee Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of a Trustee Indemnified Person. To the fullest extent permitted by law, Expenses to be incurred by a Trustee Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Sponsor prior to the final disposition of any matter upon receipt by the Sponsor of an undertaking by, or on behalf of, such Trustee Indemnified Person to repay such amount if it shall be determined that the Trustee Indemnified Person is not entitled to be indemnified under this Amended and Restated Declaration of Trust.

Indemnification of the Trustee. Lululemon Acquiror and Exchangeco ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, gross negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Acquiror or Exchangeco ExchangeCo pursuant hereto. In no case shall Lululemon Acquiror or Exchangeco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Acquiror and Exchangeco ExchangeCo shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Acquiror and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if Lululemon Acquiror and Exchangeco ExchangeCo so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Acquiror or ExchangecoExchangeCo; or (ii) the named parties to any such suit include both the Trustee and Lululemon Acquiror or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Lululemon Acquiror or Exchangeco ExchangeCo that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Acquiror or Exchangeco ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Acquiror and Exchangeco ExchangeCo shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Acquiror and Exchangeco ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, gross negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Acquiror or Exchangeco ExchangeCo pursuant hereto. In no case shall Lululemon Acquiror or Exchangeco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Acquiror and Exchangeco ExchangeCo shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Acquiror and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if Lululemon Acquiror and Exchangeco ExchangeCo so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Acquiror or ExchangecoExchangeCo; or (ii) the named parties to any such suit include both the Trustee and Lululemon Acquiror or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Lululemon Acquiror or Exchangeco ExchangeCo that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Acquiror or Exchangeco ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Acquiror and Exchangeco ExchangeCo shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Infospace and Exchangeco Infospace Canada jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement trust agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementtrust agreement, or any written or oral instruction delivered to the Trustee by Lululemon Infospace or Exchangeco Infospace Canada pursuant hereto. In no case shall Lululemon Infospace or Exchangeco Infospace Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Infospace and Exchangeco Infospace Canada shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Infospace and Exchangeco Infospace Canada shall be entitled to participate at their own expense in the defence and, if Lululemon Infospace and Exchangeco Infospace Canada so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Infospace or ExchangecoInfospace Canada; or (ii) the named parties to any such suit include both the Trustee and Lululemon Infospace or Exchangeco Infospace Canada, acting reasonably, and the Trustee shall have been advised by counsel acceptable to Lululemon Infospace or Exchangeco Infospace Canada that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Infospace or Exchangeco Infospace Canada and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Infospace and Exchangeco Infospace Canada shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon and Exchangeco jointly and severally agree The Company agrees to indemnify and hold harmless the Trustee Trustee, and its affiliates, their successor, assigns, and each of its their directors, officers, employees and agents appointed from and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including without limitation reasonable expenses of the Trustee’s legal counsel) which, without fraud, gross negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Partythe Trustee, its officers, directors and employees may be paid, incurred or suffered by the Indemnified Party Trustee by reason of or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, Agreement or any written or oral instruction instructions delivered to the Trustee by Lululemon or Exchangeco the Company pursuant hereto. In no case shall Lululemon or Exchangeco the Company be liable under this indemnity for any claim against any of the Indemnified Parties Trustee unless Lululemon and Exchangeco the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified PartiesTrustee, promptly after any of the Indemnified Parties Trustee shall have received any such written assertion of a claim claim, or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco The Company shall be entitled to participate at their its own expense in the defence and, if Lululemon and Exchangeco so of the assertion or claim. The Company may elect at any time after receipt of such notice, any of them may notice to assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but thereof and the fees and expenses of such counsel shall be at subject to Section 4.1 herein in the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) event that the named parties to any such suit include both the Trustee and Lululemon or Exchangeco the Company and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken Company (in which case Lululemon and Exchangeco the Company shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Hertz, as a Lessee and Exchangeco jointly and severally agree as Guarantor, agrees to indemnify and hold harmless the Trustee and each of its the Trustee’s officers, directors, officers, agents and employees against any and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, lossesdemands and liabilities of whatsoever nature, damagesand all costs and expenses, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct relating to or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unlessway arising out of: (i) the employment any acts or omissions of such counsel has been authorized by Lululemon or Exchangeco; or any Lessee pursuant to this Lease and (ii) the named parties Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any such suit include both of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and Lululemon other costs or Exchangeco expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, in each case with respect to the Group VII Series of Notes, the Series 2010-3 Collateral, the Group VII Master Collateral and any Series 2010-3 Related Documents with respect to any Group VII Series of Notes; provided, however, Hertz, as a Lessee or as Guarantor, shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 28, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Indemnified Person’s gross WEIL:\95390749\1\99910.6247 negligence or willful misconduct. Any such indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the limitations hereof. The indemnification provided for in this Section 28 shall have been advised by counsel acceptable be in addition to Lululemon or Exchangeco that there may be one or more legal defences any other indemnities available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of the duties of the Lessees hereunder and the termination of this Agreement and Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.. WEIL:\95390749\1\99910.6247

Indemnification of the Trustee. Lululemon (1) FCE and Exchangeco ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, gross negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon FCE or Exchangeco ExchangeCo pursuant hereto. . (2) In no case shall Lululemon FCE or Exchangeco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon FCE and Exchangeco ExchangeCo shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon FCE and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if Lululemon FCE and Exchangeco ExchangeCo so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon FCE or ExchangecoExchangeCo; or (ii) the named parties to any such suit include both the Trustee and Lululemon FCE or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Lululemon FCE or Exchangeco ExchangeCo that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon FCE or Exchangeco ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon FCE and Exchangeco ExchangeCo shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Acquiror and Exchangeco ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, gross negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Acquiror or Exchangeco ExchangeCo pursuant hereto. In no case shall Lululemon Acquiror or Exchangeco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Acquiror and Exchangeco ExchangeCo shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Acquiror and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if Lululemon Acquiror and Exchangeco ExchangeCo so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Acquiror or ExchangecoExchangeCo; or (ii) the named parties to any such suit include both the Trustee and Lululemon Acquiror or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Lululemon Acquiror or Exchangeco ExchangeCo that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Acquiror or Exchangeco ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Acquiror and Exchangeco ExchangeCo shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon The Trust Deed contains provisions for the indemnification of the Trustee and Exchangeco jointly for its relief from responsibility including from taking proceedings unless indemnified and/or secured and/or prefunded to its satisfaction and severally agree to indemnify be relieved from responsibility in certain circumstances and hold harmless to be paid its fees, costs, expenses, indemnity payments and other amounts in priority to the claims of the Bondholders. The Trustee is entitled to enter into business transactions with the Company and any entity related to the Company without accounting for any profit. The Trustee may rely without liability to Bondholders on any report, confirmation or certificate or any advice of any accountants, lawyers, financial advisers, financial institution or any other expert, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or any other person or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee may accept and shall be entitled to rely on any such report, confirmation or certificate or advice, in which case such report, confirmation or certificate or advice shall be binding on the Bondholders. Whenever the Trustee is required or entitled by the terms of the Trust Deed, the Agency Agreement or these Conditions to exercise any discretion or power, take any action, make any decision or give any direction, the Trustee is entitled, prior to exercising any such discretion or power, taking any such action, making any such decision or giving any such direction, to seek directions from the Bondholders by way of Extraordinary Resolution, and the Trustee shall not be responsible for any loss or liability incurred by the Company, the Bondholders or any other person as a result of any delay in it exercising such discretion or power, taking such action, making such decision or giving such direction as a result of seeking such direction from the Bondholders or in the event that no direction is given to the Trustee by the Bondholders. None of the Trustee or any of the Agents shall be responsible for the performance by the Company or any other person appointed by the Company in relation to the Bonds of the duties and obligations on their part expressed in respect of the same and, unless it has actual knowledge (as defined in the Trust Deed) or express written notice from the Company to the contrary, the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco Agent shall be entitled to participate assume that the same are being duly performed. None of the Trustee or any Agent shall be liable to any Bondholder, the Company or any other person for any action taken by the Trustee or such Agent in accordance with the instructions of the Bondholders. The Trustee shall be entitled to rely on any direction, request or resolution of Bondholders given by Bondholders holding the requisite Principal Amount Outstanding of the Bonds outstanding or passed at their own expense a meeting of Bondholders convened and held in accordance with the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claimTrust Deed. The Trustee shall have the right no obligation to employ separate counsel in any such suit and participate monitor whether an Event of Default or a Potential Event of Default (as defined in the defence thereofTrust Deed) or a Change of Control or a Relevant Event has occurred, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel Bondholders or any other person for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trusteenot doing so.

Indemnification of the Trustee. Lululemon (1) Vail, Callco and Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without bad faith, fraud, gross negligence, recklessness, recklessness or wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Vail, Callco or Exchangeco pursuant hereto. In no case . (2) The Trustee shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon promptly notify Vail, Callco and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the any Indemnified Parties, Parties promptly after the Trustee or any of the Indemnified Parties shall have received any such written assertion of such a claim or shall action or have been served with a summons or other first legal process giving information as to the nature and basis of the claimclaim or action; provided, however, that the omission to so notify Vail, Callco or Exchangeco shall not relieve Vail, Callco or Exchangeco of any liability which any of them may have to any Indemnified Party except to the extent that any such delay prejudices the defence of any such claim or action or results in any increase in the liability which Vail, Callco or Exchangeco have under this indemnity. Subject to clause (ii) below, Lululemon Vail, Callco and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon Vail, Callco and Exchangeco so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: unless (i) the employment of such counsel has been authorized by Lululemon Vail, Callco or Exchangeco; , or (ii) the named parties to any such suit include both the Trustee and Lululemon Vail, Callco or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Vail, Callco and Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Vail, Callco or Exchangeco and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Vail, Callco and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Marathon, CallCo and Exchangeco AcquisitionCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees employees, shareholders and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against in respect of: (a) any liability and all claims, losses, damages, reasonable costs, penaltiescharges and expenses sustained or incurred in respect of any action, fines and reasonable expenses (including reasonable expenses suit or proceeding that is proposed or commenced against the Trustee or against such directors, officers, employees, shareholders or agents, as the case may be, for or in respect of the Trustee’s legal counsel) whichany act, without fraud, negligence, recklessness, wilful misconduct omission or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result error in respect of the Trustee’s acceptance or administration of the Trust and the Trustee’s execution of all duties and responsibilities and exercise of all powers and authorities pertaining thereto; (b) all other costs, charges, taxes, penalties and interest in respect of unpaid taxes; and (c) all other expenses and liabilities sustained or incurred by the Trustee in respect of the administration or termination of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against unless any of the Indemnified Parties unless Lululemon foregoing arise out of the gross negligence, wilful misconduct or fraud of the Trustee or any of its directors, officers, employees, shareholders or agents, in which case the provisions of this Section 8.1 shall not apply. Marathon, CallCo and Exchangeco AcquisitionCo shall be notified by the Trustee of the written assertion of a claim or of any action commenced against any of the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim, provided that the omission to so notify Marathon, CallCo and AcquisitionCo shall not relieve Marathon, CallCo and AcquisitionCo of any liability which any of them may have to any Indemnified Party except and only to the extent that any such delay in or failure to give notice as herein required prejudices the defence of such claim or action or results in any increase in the liability which Marathon, CallCo and AcquisitionCo have under this indemnity. Subject to clause subparagraph (ii) below, Lululemon Marathon, CallCo and Exchangeco AcquisitionCo shall be entitled to participate at their own expense in the defence defense and, if Lululemon Marathon, CallCo and Exchangeco AcquisitionCo so elect at any time after receipt of such notice, any of them may assume the defence defense of any suit brought to enforce any such claim. The claim in which case, the Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized in writing by Lululemon or ExchangecoMarathon, CallCo and AcquisitionCo; or (ii) the named parties to any such suit include both the Trustee and Lululemon Marathon, CallCo or Exchangeco AcquisitionCo and the Trustee shall have been advised by counsel acceptable to Lululemon Marathon, CallCo or Exchangeco AcquisitionCo that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Marathon, CallCo or Exchangeco AcquisitionCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Marathon, CallCo and Exchangeco AcquisitionCo shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon (1) LCE and Exchangeco the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementagreement, or any written or oral instruction delivered to the Trustee by Lululemon LCE or Exchangeco the Corporation pursuant hereto. . (2) In no case shall Lululemon LCE or Exchangeco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon LCE and Exchangeco the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon LCE and Exchangeco the Corporation shall be entitled to participate at their own expense in the defence and, if Lululemon LCE and Exchangeco the Corporation so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon LCE or Exchangecothe Corporation; or (ii) the named parties to any such suit include both the Trustee and Lululemon LCE or Exchangeco the Corporation and the Trustee shall have been advised by counsel acceptable to Lululemon LCE or Exchangeco the Corporation that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon LCE or Exchangeco the Corporation and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon LCE and Exchangeco the Corporation shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity The indemnities contained in this Article 9 shall survive the termination of this Agreement the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon 23.1 The Trustee shall be entitled to receive indemnification from the Debenture Holders or from the Company, as relevant, for reasonable expenses that it has incurred and/or will incur in connection with the actions that it has performed or must perform pursuant to its duty hereby, and/or by law and/or by order of a competent authority and/or any statute and/or upon the demand of the Debenture Holders and/or according to the demand of the Company. Notwithstanding the above, it is clarified and Exchangeco jointly agreed hereby that: 23.1.1 The Trustee shall not be entitled to demand such indemnification in advance on a matter that is urgent. 23.1.2 The Trustee shall be entitled to indemnification for liability for torts, in the case of being found thus liable by a final court ruling or a concluded settlement towards a third party that is not one of the Debenture Holders. 23.2 The Indemnification right detailed in section 23.1 above will be subject to the following terms: 23.2.1 The expenses for liability for damages are reasonable. 23.2.2 The Trustee acted in good faith and severally agree to indemnify the appropriate care, and hold harmless the Trustee and each action was preformed within the fulfillment of its directorsduty, officers, employees according to the provisions of law and agents appointed this Deed. 23.3 Subject to the provisions of Sections 23.1 and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which23.2 above, without fraud, negligence, recklessness, wilful misconduct or bad faith on prejudice to the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered rights to compensation and indemnification that are granted to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any law and/or the commitments of the Indemnified Parties unless Lululemon Company and Exchangeco shall be notified the Debenture Holders hereby, the Trustee, its proxy, manager, agent or other person appointed by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall hereby will be entitled to participate at receive indemnification out of the sums that are received by the Trustee out of the proceedings taken and/or otherwise hereby, concerning undertakings that they have assumed, concerning expenses they incurred due to the performance of the Trust or related to such actions, which in their own expense opinion were required for executing the aforesaid and/or concerning the exercising of authorities and authorizations granted hereby and concerning all kinds of legal proceedings, opinions of advocates and other experts, negotiations, discussions, expenses, claims and demands concerning any matter and/or thing that are made and/or not made in any way concerning the subject matter, and the Trustee may withhold the funds that are in its possession and pay out of them the sums that are necessary for payment of the said indemnification. The said sums will take precedence over the rights of the Debenture Holders, subject to the provisions of the law. 23.4 For as long as the Trustee is required pursuant to the terms hereof an/or any statute and/or an order of a competent authority and/or the law and/or upon the demand of the Debenture Holders and/or the demand of the Company to perform any action, including, but not limited to instigating proceedings or filing claims upon the demand of the Debenture Holders, as stated herein, the Trustee shall be allowed to abstain from taking any such action until it receives, to its satisfaction, a letter of indemnification from any or all of the Debenture Holders, and if the action is performed owing to a demand of the Company, from the Company, for any liability for damages and/or expenses that may be incurred by the Trustee and by the Company or either of them, due to performing such an action. It is clarified that the foregoing does not exempt the Trustee from taking an urgent action that is required for preventing material infringement to the rights of the Debenture Holders. 23.5 Notwithstanding the provisions of this Section 23, as long as the trustee deems it right for protecting and/or exercising the rights of the Debenture Holders, and/or it is required hereby and/or by law and/or by an order of a competent authority and/or any statute and/or upon the demand of the Company and/or the Debenture Holders, to take legal proceedings, in the defence andcase of taking such an action due to a demand of the Company, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate Company will deposit in the defence thereof, but the fees and expenses of such counsel shall be at the expense hands of the Trustee unless: (i) the employment of such counsel has been authorized a sum that will be determined by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco and as the expected sum of the expenses of the Trustee concerning the proceedings. In any other case, the Trustee shall have been advised immediately call a Meeting of Debenture Holders in order to confirm their responsibility for covering the expenses involved in proceedings that the Trustee takes. In the case of the Debenture Holders refusing to assume the expenses involved in taking proceedings by counsel acceptable the Trustee, the Trustee shall assume no duty to Lululemon take such proceedings. In addition, all of the sums that are received from the realization proceedings will also be used for refunding and covering expenses that the Debenture Holders thus undertake to bear. It is clarified that the foregoing does not exempt the Trustee from taking an urgent action that is required for preventing material infringement of the rights of the Debenture Holders. The consent of the Debenture Holders as above does not release the Company from its undertakings to bear and to cover all of the expenses involved in the taking of proceedings as aforesaid, to the extent that such expenses are applicable to the Company under the provisions of any law or Exchangeco that there may be one or more legal defences available this Deed. 23.6 The Trustee is entitled to order the Company in writing to transfer to the Trustee part of the payment that are different from or is due by the Company to the Debenture Holders, for the purpose of financing proceedings and/or expenses and/or the Trustee’s fees as aforesaid. The Company will act in addition accordance with the Trustee’s notice and will be deemed as having fulfilled its undertakings towards the Debenture Holders if it proves that it has transferred the required amount in full to those available to Lululemon or Exchangeco and that, the account whose details have been specified in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee’s notice.

Indemnification of the Trustee. Lululemon Parent, Subco and Exchangeco the Company jointly and severally agree to indemnify indemnity and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon Parent, Subco or Exchangeco the Company pursuant hereto. In no case shall Lululemon Parent, Subco or Exchangeco the Company be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon until Parent, Subco and Exchangeco the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Parent, Subco and Exchangeco the Company shall be entitled to participate at their own expense in the defence defense and, if Lululemon and Exchangeco Parent, Subco or the Company so elect at any time after receipt of such notice, any of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Parent, Subco or Exchangecothe Company; or (ii) the named parties to any such suit include both the Trustee and Lululemon Parent, Subco or Exchangeco the Company and the Trustee shall have been advised by counsel acceptable to Lululemon Parent, Subco or Exchangeco the Company that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Parent, Subco or Exchangeco the Company and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Parent, Subco and Exchangeco the Company shall not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon (1) AMVESCAP and Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon AMVESCAP or Exchangeco pursuant hereto. . (2) In no case shall Lululemon AMVESCAP or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon AMVESCAP and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon AMVESCAP and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon AMVESCAP and Exchangeco so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon AMVESCAP or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon AMVESCAP or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon AMVESCAP or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon AMVESCAP or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon AMVESCAP and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon TMW, Canco and Exchangeco MG jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon TMW, Canco or Exchangeco MG pursuant hereto. In no case shall Lululemon TMW, Canco or Exchangeco MG be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon TMW, Canco and Exchangeco MG shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first 16 legal process giving information as to the nature and basis of the claim. Subject to clause (iii) below, Lululemon TMW, Canco and Exchangeco MG shall be entitled to participate at their own expense in the defence defense and, if Lululemon and Exchangeco TMW, Canco or MG so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon TMW, Canco or ExchangecoMG; or (ii) the named parties to any such suit include both the Trustee and Lululemon TMW, Canco or Exchangeco MG and the Trustee shall have been advised by counsel acceptable to Lululemon TMW, Canco or Exchangeco MG that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon TMW, Canco or Exchangeco MG and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case Lululemon TMW, Canco and Exchangeco MG shall not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and or the resignation or removal replacement of the Trustee.

Indemnification of the Trustee. Lululemon Harvest Energy Trust, ExchangeCo and Exchangeco Harvest jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees employees, shareholders and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, gross negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Harvest Energy Trust, ExchangeCo or Exchangeco Harvest pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Harvest Energy Trust, ExchangeCo and Exchangeco Harvest shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim, provided that the omission to so notify Harvest Energy Trust, ExchangeCo and Harvest shall not relieve Harvest Energy Trust, ExchangeCo and Harvest of any liability which any of them may have to any Indemnified Party except and only to the extent that any such delay in or failure to give notice as herein required prejudices the defence of such claim or action or results in any increase in the liability which Harvest Energy Trust, ExchangeCo and Harvest have under this indemnity. Subject to clause (ii) below, Lululemon Harvest Energy Trust, ExchangeCo and Exchangeco Harvest shall be entitled to participate at their own expense in the defence defense and, if Lululemon Harvest Energy Trust, ExchangeCo and Exchangeco Harvest so elect at any time after receipt of such notice, any of them may assume the defence defense of any suit brought to enforce any such claim. The claim in which case, the Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or ExchangecoHarvest Energy Trust, ExchangeCo and Harvest; or (ii) the named parties to any such suit include both the Trustee and Lululemon Harvest Energy Trust, ExchangeCo or Exchangeco Harvest and the Trustee shall have been advised by counsel acceptable to Lululemon Harvest Energy Trust, ExchangeCo or Exchangeco Harvest that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Harvest Energy Trust, ExchangeCo or Exchangeco Harvest and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Harvest Energy Trust, ExchangeCo and Exchangeco Harvest shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon LoJack and LoJack Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon LoJack or LoJack Exchangeco pursuant hereto. In no case shall Lululemon LoJack or LoJack Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon LoJack and LoJack Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon LoJack and LoJack Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon LoJack and LoJack Exchangeco so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon LoJack or LoJack Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon LoJack or LoJack Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon LoJack or LoJack Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon LoJack or LoJack Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon LoJack and LoJack Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Orbital and Exchangeco the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, collectively the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon Orbital or Exchangeco the Corporation pursuant hereto. In no case shall Lululemon Orbital or Exchangeco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Orbital and Exchangeco the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) ), below, Lululemon Orbital and Exchangeco the Corporation shall be entitled to participate at their own expense in the defence defense and, if Lululemon and Exchangeco Orbital or the Corporation so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Orbital or Exchangecothe Corporation; or (ii) the named parties to any such suit include both the Trustee and Lululemon Orbital or Exchangeco the Corporation and the Trustee shall have been advised by counsel acceptable to Lululemon Orbital or Exchangeco the Corporation that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Orbital or Exchangeco the Corporation and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case Lululemon Orbital and Exchangeco the Corporation shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon 22.1 The Trustee will be entitled to indemnity from the debenture holders and/or from the Company, as the case may be, for reasonable costs which it incurred and/or will incur, as the case may be, in connection with actions which it performed and/or will be required to perform by virtue of its obligation under the terms of the Trust Deed and/or by law and/or statute and/or by order of a competent authority and/or by demand of the debenture holders, in the manner specified in the Trust Deed, or by demand of the Company, but it: will not be entitled to demand indemnity in advance in a matter that does not bxxxx xxxxx; and Exchangeco jointly and severally agree to indemnify and hold harmless where the Trustee is satisfied with an indemnity undertaking – such indemnity undertaking may include indemnity in respect of liability in torts that is imposed on the Trustee in a final judgment or in a compromise vis-à-vis a third party not being a debenture holder, provided that such indemnity undertaking is subject to the following conditions: 1) the costs in respect of the liability in torts are reasonable; 2) the Trustee acted in good faith and each with appropriate care, and such action was done during the fulfillment of its directors, officers, employees function and agents appointed and acting in accordance with this Agreement (collectively, without negligence. 22.2 Without derogating from the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered rights to compensation granted to the Trustee by Lululemon law, but subject to the provisions of clause 22.1 above, the Trustee and any receiver, representative, manager, agent or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified other person appointed by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Partiesunder this Deed, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall will be entitled to participate at be indemnified from the moneys received by the Trustee in proceedings instituted by it or in another manner under this Deed, with respect to obligations which they assumed, with respect to costs which they incurred incidentally to the execution of the trust under this Deed, or in connection with such actions as in their own expense opinion were required for such execution, or in connection with the defence andexercise of the powers and authorities vested in them by virtue of this Deed, if Lululemon and Exchangeco so elect at in connection with all kinds of legal proceedings, opinions and advice of lawyers and other experts, negotiations, deliberations, expenses, claims and demands relating to any time after receipt of such notice, law or any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel thing that was done or not done in any manner in such suit and participate in the defence thereofregard, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco and the Trustee shall have been advised will be entitled to withhold the moneys in its possession and to pay out of them the amounts required as indemnity, provided it did not act negligently. Whenever the Trustee is obligated by counsel acceptable the terms of the Trust Deed and/or by law and/or statute and/or by order of a competent authority and/or by demand of the debenture holders (Series A) and/or by demand of the Company to Lululemon perform any action, including but not only the initiation of proceedings or Exchangeco that there may filing of claims at the demand of the owners of Debentures (Series A), as stated in the Trust Deed, the Trustee will be one entitled to abstain from any such action until it receives an indemnity letter, to its satisfaction, from the owners of Debentures (Series A) or more legal defences available any of them, and where the action is performed pursuant to the Trustee that are different Company’s demand – from or in addition to those available to Lululemon or Exchangeco and thatthe Company, in respect of any liability for damages and/or costs that could be caused to the judgment Trustee, to the Company or to either of them due to the performance of such counselaction. All the foregoing, would present a conflict of interest were a joint representation to be undertaken (except in circumstances in which case Lululemon an urgent action was required, and Exchangeco shall not have abstention from the right performance thereof before the receipt of an indemnity letter as stated would cause damage and/or loss to assume the defence holders of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the TrusteeDebentures (Series A). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon The Parent, Swissco and Exchangeco the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement trust agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementtrust agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon the Parent, Swissco or Exchangeco the Corporation pursuant hereto. In no case shall Lululemon the Parent, Swissco or Exchangeco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon the Parent, Swissco and Exchangeco the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) ), below, Lululemon the Parent, Swissco and Exchangeco the Corporation shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco the Parent, Swissco or the Corporation so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon the Parent, Swissco or Exchangecothe Corporation; or (ii) the named parties to any such suit include both the Trustee and Lululemon the Parent, Swissco or Exchangeco the Corporation and the Trustee shall have been advised by counsel acceptable to Lululemon the Parent or Exchangeco the Corporation that there may be one or more legal defences defenses available to the Trustee that which are different from or in addition to those available to Lululemon the Parent or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken Corporation (in which case Lululemon the Parent, Swissco and Exchangeco the Corporation shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon ACT and Exchangeco ACTsub jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, collectively the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, gross negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon ACT or Exchangeco ACTsub pursuant hereto. In no case shall Lululemon ACT or Exchangeco ACTsub be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon ACT and Exchangeco ACTsub shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) ), below, Lululemon ACT and Exchangeco ACTsub shall be entitled to participate at their own expense in the defence defense and, if Lululemon and Exchangeco ACT or ACTsub so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon ACT or Exchangeco; ACTsub or (ii) the named parties to any such suit include both the Trustee and Lululemon ACT or Exchangeco ACTsub and the Trustee shall have been advised by counsel acceptable to Lululemon ACT or Exchangeco ACTsub that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon ACT or Exchangeco ACTsub and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case Lululemon ACT and Exchangeco ACTsub shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity ; or (iii) ACT and/or ACTsub shall survive the termination of this Agreement and the resignation or removal not have retained legal counsel on behalf of the TrusteeTrustee within a reasonable time after it has given them notice of a written assertion of a claim or action against any Indemnified Party.

Indemnification of the Trustee. Lululemon LoJack and LoJack Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon LoJack or LoJack Exchangeco pursuant hereto. In no case shall Lululemon LoJack or LoJack Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon LoJack and LoJack Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly as soon as reasonably practicable after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon LoJack and LoJack Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon LoJack and LoJack Exchangeco so elect at any time after receipt of such noticeelect, any either of them may assume the defence of any suit brought to enforce any such claimclaim through legal counsel selected by LoJack or LoJack Exchangeco acceptable to the Indemnified Party acting reasonably. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon LoJack or LoJack Exchangeco; (ii) LoJack or LoJack Exchangeco fail to assume the defence of such claim or action within 10 Business Days after having received notice of such action or claim; or (iiiii) the named parties to any such suit include both the Trustee and Lululemon LoJack or LoJack Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon LoJack or LoJack Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon LoJack or LoJack Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon LoJack and LoJack Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon The Parent and Exchangeco the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement trust agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementtrust agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon the Parent or Exchangeco the Corporation pursuant hereto. In no case shall Lululemon the Parent or Exchangeco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon the Parent and Exchangeco the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) ), below, Lululemon the Parent and Exchangeco the Corporation shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco the Parent or the Corporation so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon the Parent or Exchangecothe Corporation; or (ii) the named parties to any such suit include both the Trustee and Lululemon the Parent or Exchangeco the Corporation and the Trustee shall have been advised by counsel acceptable to Lululemon the Parent or Exchangeco the Corporation that there may be one or more legal defences available to the Trustee that which are different from or in addition to those available to Lululemon the Parent or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken Corporation (in which case Lululemon the Parent and Exchangeco the Corporation shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon AbitibiBowater, Bowater Holdings and Exchangeco AbitibiBowater Canada jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Amended and Restated Trust Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Amended and Restated Trust Agreement, or any written or oral instruction delivered to the Trustee by Lululemon AbitibiBowater, Bowater Holdings or Exchangeco AbitibiBowater Canada pursuant hereto. In no case shall Lululemon AbitibiBowater, Bowater Holdings or Exchangeco AbitibiBowater Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon AbitibiBowater, Bowater Holdings and Exchangeco AbitibiBowater Canada shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon AbitibiBowater, Bowater Holdings and Exchangeco AbitibiBowater Canada shall be entitled to participate at their own expense in the defence and, if Lululemon AbitibiBowater, Bowater Holdings and Exchangeco AbitibiBowater Canada so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon AbitibiBowater, Bowater Holdings or ExchangecoAbitibiBowater Canada; or (ii) the named parties to any such suit include both the Trustee and Lululemon AbitibiBowater, Bowater Holdings or Exchangeco AbitibiBowater Canada and the Trustee shall have been advised by counsel acceptable to Lululemon AbitibiBowater, Bowater Holdings or Exchangeco AbitibiBowater Canada that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon AbitibiBowater, Bowater Holdings or Exchangeco AbitibiBowater Canada and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon AbitibiBowater, Bowater Holdings and Exchangeco AbitibiBowater Canada shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Acquiror and Exchangeco ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, gross negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon Acquiror or Exchangeco ExchangeCo pursuant hereto. In no case shall Lululemon Acquiror or Exchangeco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Acquiror and Exchangeco ExchangeCo shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Acquiror and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if Lululemon Acquiror and Exchangeco ExchangeCo so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Acquiror or ExchangecoExchangeCo; or (ii) the named parties to any such suit include both the Trustee and Lululemon Acquiror or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Lululemon Acquiror or Exchangeco ExchangeCo that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Acquiror or Exchangeco ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Acquiror and Exchangeco ExchangeCo shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon Parent, Subco and Exchangeco the Company jointly and severally agree to indemnify indemnity and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Lululemon Parent, Subco or Exchangeco the Company pursuant hereto. In no case shall Lululemon Parent, Subco or Exchangeco the Company be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Parent, Subco and Exchangeco the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Parent, Subco and Exchangeco the Company shall be entitled to participate at their own expense in the defence defense and, if Lululemon and Exchangeco Parent, Subco or the Company so elect at any time after receipt of such notice, any of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Parent, Subco or Exchangecothe Company; or (ii) the named parties to any such suit include both the Trustee and Lululemon Parent, Subco or Exchangeco the Company and the Trustee shall have been advised by counsel acceptable to Lululemon Parent, Subco or Exchangeco the Company that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon Parent, Subco or Exchangeco the Company and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Parent, Subco and Exchangeco the Company shall not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon and Exchangeco jointly and severally agree to indemnify (a) The Titling Trust Administrator will indemnify, defend and hold harmless the Trustee Trustee, and each of its their respective officers, directors, officers, employees and agents appointed and acting in accordance (each, with respect to this Agreement (Section 10.2, an “Indemnified Person” and, collectively, the “Indemnified PartiesPersons”), from and against any and all Liabilities incurred by it: (i) against all claimsin connection with the administration of and the performance of its duties under this Agreement, losses, damages, reasonable costs, penalties, fines including the costs and reasonable expenses (including reasonable expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the Trustee’s legal counselexercise or performance of any of its powers or duties under this Agreement, but excluding any cost, expense, loss, damage, claim or liability (A) whichincurred by the Trustee through its own willful misconduct, without fraud, negligence, recklessness, wilful misconduct negligence or bad faith on or (B) arising from the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or breach of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim representation or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause warranty contained in Section 7.6 or (ii) belowby reason of (A) the Titling Trust Administrator’s willful misconduct, Lululemon and Exchangeco shall be entitled to participate at their own expense negligence or bad faith in the defence andperformance of its duties under this Agreement or (B) the Titling Trust Administrator’s reckless disregard of its obligations and duties under this Agreement. (b) Promptly upon receipt by any Indemnified Person of notice of the commencement of any suit, action, claim, proceeding or governmental investigation against any such Indemnified Person, such Indemnified Person will, if Lululemon and Exchangeco so elect at any time after receipt a claim in respect of such noticesuit, any action, claim, proceeding or investigation is to be made against the Titling Trust Administrator under Section 10.2(a), notify the Titling Trust Administrator of them the commencement of such suit, action, claim, proceeding or investigation. The Titling Trust Administrator may participate in and assume the defence defense and settlement of any suit brought such suit, action, claim, proceeding or investigation at its expense, and no settlement of such suit, action, claim, proceeding or investigation may be made without the approval of the Titling Trust Administrator and such Indemnified Person, which approvals will not be unreasonably withheld or delayed. After notice from the Titling Trust Administrator to enforce the Indemnified Person of the Titling Trust Administrator’s intention to assume the defense of such suit, action, claim, proceeding or investigation with counsel reasonably satisfactory to the Indemnified Person, and so long as the Titling Trust Administrator so assumes the defense of such suit, action, claim, proceeding or investigation in a manner reasonably satisfactory to the Indemnified Person, as applicable, the Titling Trust Administrator will not be liable for any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and legal expenses of such counsel shall be at to the expense Indemnified Person unless there is a conflict between the interests of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee Titling Trust Administrator and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and thatan Indemnified Person, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to Titling Trust Administrator will pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall separate counsel to the Indemnified Person which is reasonably satisfactory to the Titling Trust Administrator. (c) The indemnities contained in this Section 10.2 will survive the resignation, removal or termination of any Indemnified Person or the termination of this Agreement and the resignation or removal of the TrusteeAgreement.

Indemnification of the Trustee. Lululemon Shire and Exchangeco ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement trust agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementtrust agreement, or any written or oral instruction delivered to the Trustee by Lululemon Shire or Exchangeco ExchangeCo pursuant hereto. In no case shall Lululemon Shire or Exchangeco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Shire and Exchangeco ExchangeCo shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Shire and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence and, if Lululemon Shire and Exchangeco ExchangeCo so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate participate, in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Shire or ExchangecoExchangeCo; or (ii) the named parties to any such suit include both the Trustee and Lululemon Shire or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Lululemon Shire or Exchangeco ExchangeCo that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Shire or Exchangeco ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Shire and Exchangeco ExchangeCo shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of this Agreement and the resignation or removal of the Trusteetrust agreement.

Indemnification of the Trustee. Lululemon 21.1 The Trustee will be entitled to receive indemnity from holders of the Debentures (Series A) or from the Company, as the case may be, in respect of reasonable expenses incurred by it and/or which it may incur in connection with actions it has performed or which it is obliged to perform by virtue of its duties under this Deed of Trust, and/or according to statute and/or on an instruction from a competent authority and/or any law and/or on a demand by holders of the Debentures (Series A) and/or on a demand by the Company, provided that: 21.1.1 The expenses in respect of liability for damage are reasonable. 21.1.2 The Trustee acted in good faith, and Exchangeco jointly and severally agree such act was performed within the scope of fulfilling its duties. 21.2 Without prejudice to indemnify and hold harmless the rights to compensation granted to the Trustee and each of according to the law and/or to the Company’s obligations pursuant to this deed, the Trustee, its directorsrepresentative, officersmanager, employees and agents agent or other person appointed and acting by the Trustee in accordance with this Agreement deed, will be entitled to receive indemnity out of the moneys that will be received by the Trustee as a consequence of proceedings it has instituted and/or otherwise in accordance with this deed, with respect to obligations they have assumed, with respect to expenses they have incurred in the course of performing the trust or in connection with such actions which, in their opinion, were required for performance of the foregoing and/or in connection with the exercise of the powers and authorities conferred by virtue of this deed, and also in connection with all kinds of legal proceedings, opinions from attorneys and other experts, negotiations, discussions, expenses, claims and demands relating to any matter and/or thing that has been done and/or has not been done in any manner in relation to the foregoing, and the Trustee may withhold moneys in its possession and make payment out of them of the amounts necessary for payment of the aforesaid indemnity. All the abovementioned amounts will rank preferentially to the debenture holders and subject to the provisions of any law, provided that the Trustee has acted in good faith. 21.3 Wherever the Trustee is obliged pursuant to the terms and conditions of the Deed of Trust and according to statute and/or a directive from a competent authority and/or any law and/or on a demand by holders of the Debentures (collectivelySeries A) and/or on a demand by the Company, to perform any act, including, but without limitation, the “Indemnified Parties”commencing of proceedings or institution of claims on a demand by holders of the Debentures (Series A), as stated in the Deed of Trust, the Trustee will be entitled to refrain from taking any such action, until it has received, to its satisfaction, a deed of indemnity from holders of the Debentures (Series A) against all claimsor from any of them, lossesand if the act is performed by virtue of a demand from the Company – from the Company in respect of any liability for damages and/or expenses that may be incurred by the Trustee and the Company or either of them, damagesas a consequence of performing the aforesaid act. All this will be with the exception of circumstances in which urgent action is required, reasonable costswhere failure to perform it prior to receipt of a deed of indemnity as aforesaid will inflict damage and/or a loss on holders of the Debentures (Series A). Notwithstanding the foregoing, penaltiesin a case in which there is a necessity for taking legal proceedings, fines and reasonable expenses (including reasonable expenses the Company shall deposit with the Trustee an amount that will be fixed by the Trustee as the anticipated amount of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on expenses in connection with such proceedings. In a case in which the part of such Indemnified Party, may be paid, incurred or suffered Company has not deposited the aforesaid amount at the time it was requested by the Indemnified Party by reason or as a result of Trustee to do so, and in the Trustee’s acceptance or administration opinion there will be doubt regarding the Company’s ability to cover the expenses involved in the taking of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified proceedings by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified PartiesTrustee, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable immediately call a meeting of debenture holders in order to Lululemon or Exchangeco that there may be one or more legal defences available confirm their liability to cover the expenses involved in the proceedings which the Trustee will take. In the event that are different from or in addition the debenture holders should refuse to those available to Lululemon or Exchangeco and thatbear the expenses connected with the taking of proceedings by the Trustee, in the judgment of such counsel, would present a conflict of interest were a joint representation to there will be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit no obligation on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trusteeinstitute such proceedings.

Indemnification of the Trustee. Lululemon 21.1 The Trustee will be entitled to receive indemnity from holders of the Debentures (Series B) or from the Company, as the case may be, in respect of reasonable expenses incurred by it and/or which it may incur in connection with actions it has performed or which it is obliged to perform by virtue of its duties under this Deed of Trust, and/or according to statute and/or on an instruction from a competent authority and/or any law and/or on a demand by holders of the Debentures (Series B) and/or on a demand by the Company, provided that: 21.1.1 The expenses in respect of liability for damage are reasonable. 21.1.2 The Trustee acted in good faith, and Exchangeco jointly and severally agree such act was performed within the scope of fulfilling its duties. 21.1 Without prejudice to indemnify and hold harmless the rights to compensation granted to the Trustee and each of according to the law and/or to the Company’s obligations pursuant to this deed, the Trustee, its directorsrepresentative, officersmanager, employees and agents agent or other person appointed and acting by the Trustee in accordance with this Agreement deed, will be entitled to receive indemnity out of the moneys that will be received by the Trustee as a consequence of proceedings it has instituted and/or otherwise in accordance with this deed, with respect to obligations they have assumed, with respect to expenses they have incurred in the course of performing the trust or in connection with such actions which, in their opinion, were required for performance of the foregoing and/or in connection with the exercise of the powers and authorities conferred by virtue of this deed, and also in connection with all kinds of legal proceedings, opinions from attorneys and other experts, negotiations, discussions, expenses, claims and demands relating to any matter and/or thing that has been done and/or has not been done in any manner in relation to the foregoing, and the Trustee may withhold moneys in its possession and make payment out of them of the amounts necessary for payment of the aforesaid indemnity. All the abovementioned amounts will rank preferentially to the debenture holders and subject to the provisions of any law, provided that the Trustee has acted in good faith. 21.3 Wherever the Trustee is obliged pursuant to the terms and conditions of the Deed of Trust and according to statute and/or a directive from a competent authority and/or any law and/or on a demand by holders of the Debentures (collectivelySeries B) and/or on a demand by the Company, to perform any act, including, but without limitation, the “Indemnified Parties”commencing of proceedings or institution of claims on a demand by holders of the Debentures (Series B), as stated in the Deed of Trust, the Trustee will be entitled to refrain from taking any such action, until it has received, to its satisfaction, a deed of indemnity from holders of the Debentures (Series B) against all claimsor from any of them, lossesand if the act is performed by virtue of a demand from the Company – from the Company in respect of any liability for damages and/or expenses that may be incurred by the Trustee and the Company or either of them, damagesas a consequence of performing the aforesaid act. All this will be with the exception of circumstances in which urgent action is required, reasonable costswhere failure to perform it prior to receipt of a deed of indemnity as aforesaid will inflict damage and/or a loss on holders of the Debentures (Series B). Notwithstanding the foregoing, penaltiesin a case in which there is a necessity for taking legal proceedings, fines and reasonable expenses (including reasonable expenses the Company shall deposit with the Trustee an amount that will be fixed by the Trustee as the anticipated amount of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on expenses in connection with such proceedings. In a case in which the part of such Indemnified Party, may be paid, incurred or suffered Company has not deposited the aforesaid amount at the time it was requested by the Indemnified Party by reason or as a result of Trustee to do so, and in the Trustee’s acceptance or administration opinion there will be doubt regarding the Company’s ability to cover the expenses involved in the taking of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified proceedings by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified PartiesTrustee, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable immediately call a meeting of debenture holders in order to Lululemon or Exchangeco that there may be one or more legal defences available confirm their liability to cover the expenses involved in the proceedings which the Trustee will take. In the event that are different from or in addition the debenture holders should refuse to those available to Lululemon or Exchangeco and thatbear the expenses connected with the taking of proceedings by the Trustee, in the judgment of such counsel, would present a conflict of interest were a joint representation to there will be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit no obligation on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trusteeinstitute such proceedings.

Indemnification of the Trustee. Lululemon (1) Coeur and Exchangeco Acquisitionco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementagreement, or any written or oral instruction delivered to the Trustee by Lululemon Coeur or Exchangeco Acquisitionco pursuant hereto. . (2) In no case shall Lululemon Coeur or Exchangeco Acquisitionco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon Coeur and Exchangeco Acquisitionco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon Coeur and Exchangeco Acquisitionco shall be entitled to participate at their own expense in the defence and, if Lululemon Coeur and Exchangeco Acquisitionco so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon Coeur or ExchangecoAcquisitionco; or (ii) the named parties to any such suit include both the Trustee and Lululemon Coeur or Exchangeco Acquisitionco and the Trustee shall have been advised by counsel acceptable to Lululemon Coeur or Exchangeco Acquisitionco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon Coeur or Exchangeco Acquisitionco and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon Coeur and Exchangeco Acquisitionco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity The indemnities contained in this Article 9 shall survive the termination of this Agreement the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon and Exchangeco jointly and severally agree to indemnify and hold harmless The Trust Deed contains provisions for the indemnification of the Trustee and each for its relief from responsibility, including provisions relieving it from taking proceedings to enforce payment unless first indemnified and/or secured and/or pre-funded to its satisfaction and for the Trustee to be paid or reimbursed for any liabilities incurred by it in priority to the claims of its directors, officers, employees and agents appointed and acting in accordance Bondholders. The Trustee is entitled to enter into business transactions with this Agreement (collectivelythe Issuer, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines LC Bank and/or any entity related to the Issuer or the LC Bank without accounting for any profit. The Trustee and reasonable expenses (including reasonable expenses the Agents shall have no obligation to monitor compliance with the provisions of the Trustee’s legal counsel) whichTrust Deed, without fraudthe Agency Agreement or these Conditions, negligenceor to ascertain whether an Event of Default or a Potential Event of Default or a Relevant Event has occurred, recklessness, wilful misconduct and shall not be liable to the Bondholders or bad faith on any other person for not doing so. Whenever the part of such Indemnified Party, may be paid, incurred Trustee is required or suffered entitled by the Indemnified Party terms of the Trust Deed, the Agency Agreement, the Standby Letter of Credit or these Conditions to exercise any discretion or power, take or refrain from any action, make any decision or give any direction other than in the case of the making of a drawing under the Standby Letter of Credit, the Trustee is entitled, prior to its exercising any such discretion or power, taking or refraining from any such action, making any such decision, or giving any such direction, to seek directions from the Bondholders by reason way of an Extraordinary Resolution, and the Trustee shall not be responsible for any loss or liability incurred by the Issuer, the Bondholders or any other person as a result of any delay in it exercising such discretion or power, taking or refraining from such action, making such decision, or giving such direction where the Trustee is seeking such directions from Bondholders or in the event that no such directions are received by the Trustee’s acceptance or administration . None of the TrustTrustee or the Agents shall be liable to any Bondholder, its compliance with its duties set forth in this Agreement, the Issuer or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity other person for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified action taken by the Trustee or such Agent in accordance with the instructions of the written assertion of a claim Bondholders or of any action commenced against the Indemnified PartiesIssuer, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claimrespectively. Subject to clause (ii) below, Lululemon and Exchangeco The Trustee shall be entitled to participate rely on any direction, request or resolution of Bondholders given by Bondholders holding the requisite principal amount of Bonds outstanding or passed at their own expense a meeting of Bondholders convened and held in accordance with the Trust Deed as further provided in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claimTrust Deed. The Trustee shall have and the right Agents may rely without liability to employ separate counsel Bondholders or the Issuer on any report, confirmation or certificate or any opinion or advice of any legal adviser, accountant, financial adviser, financial institution or any other expert, whether or not obtained by or addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee, any Agent or any other person or in any such suit other manner) by reference to a monetary cap, methodology or otherwise. The Trustee and participate in the defence thereof, but the fees Agents may accept and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties entitled to rely on any such suit include both report, confirmation, certificate, opinion or advice and, in such event, such report, confirmation, certificate, opinion or advice shall be binding on the Trustee and Lululemon or Exchangeco Issuer and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the TrusteeBondholders.

Indemnification of the Trustee. Lululemon ParentCo and Exchangeco LuxCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon ParentCo or Exchangeco LuxCo pursuant hereto. In no case shall Lululemon ParentCo or Exchangeco LuxCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon ParentCo and Exchangeco LuxCo shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon ParentCo and Exchangeco LuxCo shall be entitled to participate at their own expense in the defence defense and, if Lululemon ParentCo and Exchangeco LuxCo so elect at any time after receipt of such notice, any either of them may assume the defence defense of any suit brought to enforce any such claim. The Ile Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon ParentCo or ExchangecoLuxCo; or (ii) the named parties to any such suit include both the Trustee and Lululemon ParentCo or Exchangeco LuxCo and the Trustee shall have been advised by counsel acceptable to Lululemon ParentCo or Exchangeco LuxCo that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Lululemon ParentCo or Exchangeco LuxCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon ParentCo and Exchangeco LuxCo shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Lululemon InfoSpace and Exchangeco Locus Holdings jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement trust agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, ------------------- penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementtrust agreement, or any written or oral instruction delivered to the Trustee by Lululemon InfoSpace or Exchangeco Locus Holdings pursuant hereto. In no case shall Lululemon InfoSpace or Exchangeco Locus Holdings be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon InfoSpace and Exchangeco Locus Holdings shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon InfoSpace and Exchangeco Locus Holdings shall be entitled to participate at their own expense in the defence and, if Lululemon InfoSpace and Exchangeco Locus Holdings so elect at any time after receipt of such notice, any either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon InfoSpace or ExchangecoLocus Holdings, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Lululemon InfoSpace or Exchangeco Locus Holdings and the Trustee shall have been advised by counsel acceptable to Lululemon InfoSpace or Exchangeco Locus Holdings that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon InfoSpace or Exchangeco Locus Holdings and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon InfoSpace and Exchangeco Locus Holdings shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee); or (iii) InfoSpace and/or Locus Holdings shall not have retained legal counsel on behalf of the Trustee within a reasonable amount of time after it has given them notice of a written assertion of a claim or action against any indemnified party. This indemnity Such indemnification shall survive the resignation and removal of the Trustee and termination of this Agreement and the resignation or removal of the Trusteeagreement.

Indemnification of the Trustee. Lululemon The Trust hereby agrees to be primary obligor and Exchangeco jointly and severally agree to indemnify shall indemnify, defend and hold harmless CSC Delaware Trust Company, in its individual capacity and in its capacity as Trustee and any of the officers, directors, employees, affiliates and agents of the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Trustee Indemnified PartiesPersons”) from and against any and all claims, losses, damages, reasonable liabilities, claims, actions, suits, costs, penaltiesexpenses, fines and reasonable expenses disbursements (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Lululemon or Exchangeco pursuant hereto. In no case shall Lululemon or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Lululemon and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to clause (ii) below, Lululemon and Exchangeco shall be entitled to participate at their own expense in the defence and, if Lululemon and Exchangeco so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses in connection with enforcement of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Lululemon or Exchangeco; or (ii) the named parties its rights to any such suit include both the Trustee indemnity hereunder and Lululemon or Exchangeco and the Trustee shall have been advised by counsel acceptable to Lululemon or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Lululemon or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Lululemon and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay including the reasonable fees and expenses of counsel for counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the Trustee). This indemnity shall survive extent that such Expenses arise out of or are imposed upon or asserted at any time against such Trustee Indemnified Persons with respect to the performance of this Amended and Restated Declaration of Trust, the creation, operation or termination of this Agreement and the resignation Trust or removal the transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Trustee Indemnified Person for any Expenses which are a result of the Trusteewillful misconduct, bad faith or gross negligence of a Trustee Indemnified Person. If the Trust shall have insufficient assets or improperly refuses to pay a Trustee Indemnified Person within sixty (60) days of a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or indemnify, defend and hold harmless a Trustee Indemnified Person as if it were the primary obligor hereunder; provided, however, that the Sponsor shall not be required to indemnify any Trustee Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of a Trustee Indemnified Person. To the fullest extent permitted by law, Expenses to be incurred by a Trustee Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Sponsor prior to the final disposition of any matter upon receipt by the Sponsor of an undertaking by, or on behalf of, such Trustee Indemnified Person to repay such amount if it shall be determined that the Trustee Indemnified Person is not entitled to be indemnified under this Amended and Restated Declaration of Trust.