Common use of Indemnification of the Trustee Clause in Contracts

Indemnification of the Trustee. Each Lessee agrees to indemnify and hold harmless the Trustee and the Trustee’s officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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 be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Each Lessee agrees 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 officerslegal counsel) which, directorswithout fraud, agents and employees 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 all orExchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, in promptly after any of the case 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, such Lessee’s Pro Rata Share of all claims, demands Lululemon and liabilities of whatsoever nature, and all or, Exchangeco shall be entitled to participate at their own expense in the case defence and, if Lululemon and Exchangeco so elect at any time after receipt of clause (ii) belowsuch notice, any of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by Lululemon or Exchangeco; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and Lululemon or Exchangeco and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify the Trustee, Lululemon or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost Exchangeco that there may be one 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 be in addition to any other indemnities 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 the duties of the Lessees hereunder this Agreement and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Each Lessee agrees Pubco and Acquiror jointly and severally agree to indemnify and hold harmless the Trustee and the Trustee’s each of its directors, officers, directorspartners, employees and agents appointed and employees acting in accordance with this Agreement (collectively, the "Indemnified Parties") against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, costs, penalties, fines and liabilities reasonable expenses (including reasonable expenses of whatsoever naturethe Trustee's legal counsel) which, and all orwithout fraud, in gross negligence, willful misconduct or bad faith on the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions part of such Lessee pursuant to this Lease and (ii) Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s appointment under 's acceptance or administration of the Base Indenture and the Trustee’s performance of Trust, its obligations thereundercompliance with its duties set forth in this Agreement, or any document pertaining written or oral instructions delivered to the Trustee by the Holders, Pubco or Amalco pursuant hereto. In no case shall Pubco or Amalco be liable under this indemnity for any claim against any of the foregoing to which Indemnified Parties unless Pubco and Amalco shall be notified by the Trustee is of the written assertion of a signatoryclaim or of any action commenced against the Indemnified Parties, includingpromptly 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 for the claim. Pubco and Amalco shall be entitled to participate at their own expense in the defense and, but not limited to if Pubco and Amalco so elect at any judgmenttime after receipt of such notice, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with either of them may assume the defense of any actual or threatened action, proceeding or suit brought to enforce any such claim; provided, however, the Lessees . The Trustee shall have no duty the right to indemnify employ separate counsel in any such suit and participate in the Trustee, or any other Indemnified Person pursuant to this Section 15.2, to defense thereof and the extent fees and expenses of such claim, demand, liability, cost or counsel shall be at the 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 Amalco and Pubco This indemnity shall run directly to and be enforceable by survive the Trustee or any other Indemnified Person subject to the limitations hereof. The indemnification provided for in this Section 15.2 shall be in addition to any other indemnities available to resignation and/or removal of the Trustee and shall survive the termination of the duties Trust. In case proceedings should hereafter be taken in any court respecting the Trustee's acceptance or administration of the Lessees hereunder and the termination of this Lease or a document to which Trust, the Trustee is a signatory will not be obliged to defend any such action or submit its rights to the resignation or removal 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 the Trusteesuch proceedings.

Indemnification of the Trustee. Each Lessee The Corporation agrees to indemnify and hold harmless the Trustee and the Trustee’s its officers, directors, employees and agents (the “Indemnified Parties”) from and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, costs, penalties, fines and liabilities reasonable expenses (including reasonable expenses of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under legal counsel) which, without negligence, misconduct or bad faith on the Base Indenture and part of any of the Indemnified Parties, may be paid, incurred or suffered by any of the Indemnified Parties by reason of or as a result of the Trustee’s performance acceptance or administration of the Trust, its obligations thereunder, compliance with its duties set forth in this Agreement or any document pertaining written or oral instructions delivered to the Trustee by the Corporation pursuant hereto. In no case shall the Corporation be liable under this indemnity for any claim against the Indemnified Parties unless the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against any of the foregoing to which Indemnified Parties, promptly after the Trustee is shall have received any such written assertion of a signatoryclaim, includingor shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. The Corporation shall be entitled to participate at its own expense in the defence of the assertion or claim. Subject to subsection 5.1(b), the Corporation may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any such claim. The Indemnified Parties shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but not limited to any judgment, award, settlement, reasonable attorneys’ the fees and other costs or expenses incurred in connection with of such counsel shall be at 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 be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.Parties unless:

Indemnification of the Trustee. Each Lessee agrees The Parent, Purchaser and the Shareholders jointly and severally agree to indemnify and hold harmless the Trustee and the Trustee’s each of its directors, officers, directorspartners, employees and agents appointed and employees acting in accordance with this Agreement (collectively, the "Indemnified Parties") against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, costs, penalties, fines and liabilities reasonable expenses (including reasonable expenses of whatsoever naturethe Trustee's legal counsel) which, without fraud, gross negligence, 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 Agreement, or any written or oral instructions delivered to the Trustee by the Parent or the Purchaser pursuant hereto. Subject to (ii), below, the Parent and all or, the Purchaser shall be entitled to participate at their own expense in the case defence and, if the Parent and the Purchaser so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share claim. In the event the Parent and/or the Purchaser assume the defence of all costs the Trustee, no settlement of any claim shall be entered into without the prior approval of the Trustee; and expenses, relating the Trustee shall have the right to re-assume the defence of any suit if the Parent or Purchaser fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by the Parent or the Purchaser; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and the Trustee’s performance of its obligations thereunder, Parent; or any document pertaining to any of (iii) the foregoing to which Purchaser and the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel acceptable to the extent such claim, demand, liability, cost Parent or expense arises out of the Purchaser that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee and which are different from or in addition to those available to the Parent or the Purchaser (in which case the Purchaser shall survive not have the termination right to assume the defence of such suit on behalf of the duties Trustee but shall be liable to pay the reasonable fees and expenses of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of counsel for the Trustee).

Indemnification of the Trustee. Each Hertz, as a Lessee and as Guarantor, agrees to indemnify and hold harmless the Trustee and the Trustee’s officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such any Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, the Lessees Hertz, as a Lessee or as Guarantor, shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.228, 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 28 shall be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Each Lessee agrees RVI and 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 (collectively, the “Indemnified Parties”) against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s officerslegal counsel) which, directorswithout fraud, agents and employees negligence, 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 agreement, or any written or oral instructions delivered to the Trustee by RVI or RVI Sub pursuant hereto. In no case shall RVI or RVI Sub be liable under this indemnity for any claim against any of the Indemnified Parties unless RVI and all orRVI Sub shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, in promptly after any of the case Indemnified Parties shall have received any such written assertion of clause 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 (ii) below, such Lessee’s Pro Rata Share of all claims, demands RVI and liabilities of whatsoever nature, and all or, RVI Sub shall be entitled to participate at their own expense in the case defense and, if RVI or RVI Sub so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defense of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch suit and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant counsel has been authorized by RVI or RVI Sub, such authorization not to this Lease and be unreasonably withheld; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and RVI or RVI Sub and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify the Trustee, RVI or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost RVI Sub that there may be one 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 be in addition to any other indemnities more legal defenses available to the Trustee that are different from or in addition to those available to RVI or RVI Sub and that an actual or potential conflict of interest exists (in which case RVI and RVI Sub shall not have the right to assume the 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 the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the TrusteeTrustee and the termination of the trust.

Indemnification of the Trustee. Each Lessee agrees Trilogy Parent and 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 officerslegal counsel) which, directorswithout fraud, agents and employees negligence, 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 or its compliance with its duties set forth in this Agreement or any written or oral instruction delivered to the Trustee by Trilogy Parent or Trilogy Subsidiary pursuant hereto. In no case shall Trilogy Parent or Trilogy Subsidiary be liable under this indemnity for any claim against any of the Indemnified Parties unless Trilogy Parent and all or, Trilogy Subsidiary shall be notified in writing by the Trustee of the assertion of a claim or of any action commenced against the Indemnified Parties promptly after any of the Indemnified Parties shall have received a written assertion of such a claim. Trilogy Parent and Trilogy Subsidiary shall be entitled to participate at their own expense in the case defence and, if Trilogy Parent and Trilogy Subsidiary so elect at any time after receipt of clause such notice, subject to (ii) below, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share of all claims, demands claim. The Trustee shall have the right to employ separate counsel in any such suit and liabilities of whatsoever nature, and all or, participate in the case defence thereof, but the fees and expenses of clause (ii) below, such Lessee’s Pro Rata Share counsel shall be at the expense of all costs and expenses, relating to or in any way arising out ofthe Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by Trilogy Parent or Trilogy Subsidiary; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and Trilogy Parent or Trilogy Subsidiary and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify the Trustee, Trilogy Parent or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost Trilogy Subsidiary that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee that are different from or in addition to those available to Trilogy Parent or 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 Trilogy Parent and 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 the duties of the Lessees hereunder this Agreement and the termination of this Lease or a document to which the Trustee is a signatory or 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. Each Lessee agrees All of the Funds, on a joint and several basis (or, in furtherance of Sections 3.5 and 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 the Trustee’s 3.6 hereof, indemnify, protect, save and keep harmless, Wilmington Trust, N.A. (in its capacity as trustee and individually) and its directors, officers, directorsshareholders, employees, and agents (the “Trustee Indemnified Parties”) from and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, liabilities or expenses (including but not limited to, the reasonable fees and liabilities expenses of counsel) of any kind and nature whatsoever nature(collectively, and all or“Expenses”), which may be imposed on, incurred by or asserted against the Trustee Indemnified Parties in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, any way relating to or in any way arising out of: (i) any acts of or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense formation, operation or termination of any actual the Trust or threatened action, proceeding or claim; provided, howeversuch Fund, the Lessees shall have no duty to indemnify the Trusteeexecution, 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 gross negligence, bad faith or willful misconduct of any Trustee Indemnified Person pursuant Party. 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 15.2, to 2.4 may be payable in advance or may be secured by a lien on the extent such claim, demand, liability, cost applicable Trust Estate or expense arises out of or is due to the Trustee’s or such Indemnified Person’s gross negligence or willful misconductTrust Estates. 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 Expenses relating to the limitations Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 hereof. The indemnification provided for indemnities contained in this Section 15.2 shall be in addition to any other indemnities available to the Trustee and 2.4 shall survive the termination of this Trust Agreement, the duties of the Lessees hereunder and the termination of this Lease removal or a document to which the Trustee is a signatory or the 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. Each Lessee agrees to indemnify and hold harmless the Trustee and the Trustee’s 's officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s 's Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s 's Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s 's appointment under the Base Indenture and the Trustee’s 's performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ ' fees and other costs or 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 's or such Indemnified Person’s '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 be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Each Lessee agrees Parent, Newco I and Newco II agree to indemnify and hold harmless the Trustee and each of its directors, officers and agents appointed and acting in accordance with this Agreement (collectively, the "INDEMNIFIED PARTIES") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s officers's legal counsel) which, directorswithout fraud, agents and employees negligence, recklessness, 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 Agreement, or any written or oral instructions delivered to the Trustee by Parent pursuant hereto. In no case shall Parent, Newco I or Newco II be liable under this indemnity for any claim against any of the Indemnified Parties unless Parent, Newco I and all orNewco II shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, in promptly after any of the case 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, such Lessee’s Pro Rata Share of all claimsParent, demands Newco I and liabilities of whatsoever nature, and all or, Newco II shall be entitled to participate at their own expense in the case defense and, if Parent, Newco I or Newco II so elects at any time after receipt of clause (ii) belowsuch notice, it may assume the defense of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch suit and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by Parent, Newco I or Newco II; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and Parent, Newco I or Newco II and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify the TrusteeParent, Newco I or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost Newco II that there may be one 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 be in addition to any other indemnities more legal defenses available to the Trustee that are different from or in addition to those available to Parent, Newco I or Newco II and that, in the judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent, Newco I and Newco II shall not have the right to assume the 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); 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. Such indemnification shall survive the resignation and removal of the Trustee and termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the TrusteeAgreement.

Indemnification of the Trustee. Each Lessee agrees Holdings and 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 officerslegal counsel) which, directorswithout fraud, agents 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 or its compliance with its duties set forth in this Agreement or any written or oral instruction delivered to the Trustee by Holdings or the Partnership pursuant hereto. In no case shall Holdings or the Partnership be liable under this indemnity unless Holdings and employees the Partnership shall be notified by the Trustee of the assertion of a claim or of any action commenced against the Indemnified Parties promptly after any of the Indemnified Parties shall have received a written assertion of such a claim. Holdings and all or, the Partnership shall be entitled to participate at their own expense in the case defence and, if Holdings and the Partnership so elect at any time after receipt of clause such notice, subject to (ii) below, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share of all claims, demands claim. The Trustee shall have the right to employ separate counsel in any such suit and liabilities of whatsoever nature, and all or, participate in the case defence thereof, but the fees and expenses of clause (ii) below, such Lessee’s Pro Rata Share counsel shall be at the expense of all costs and expenses, relating to or in any way arising out ofthe Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant counsel has been authorized by Holdings or the Partnership, such authorization not to this Lease and be unreasonably withheld; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and Holdings or the Partnership and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify Holdings or the Trustee, Partnership that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee that are different from or in addition to those available to Holdings or 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 Holdings and 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 the duties of the Lessees hereunder this Agreement and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Each Lessee agrees 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 officers's legal counsel) which, directorswithout fraud, agents and employees negligence, 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 Vivendi or Vivendi Universal Exchangeco under this Agreement. In no case shall Vivendi or Vivendi Universal Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Vivendi and all orVivendi Universal Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, in promptly after any of the case Indemnified Parties shall have received any such written assertion of clause 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 (ii) below, such Lessee’s Pro Rata Share of all claims, demands Vivendi and liabilities of whatsoever nature, and all or, Vivendi Universal Exchangeco shall be entitled to participate at their own expense in the case defense and, if Vivendi and Vivendi Universal Exchangeco so elect at any time after receipt of clause (ii) belowsuch notice, any of them may assume the defense of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch suit and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by Vivendi or Vivendi Universal Exchangeco; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and Vivendi or Vivendi Universal Exchangeco and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify the Trustee, Vivendi or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost Vivendi Universal Exchangeco that there may be one 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 be in addition to any other indemnities more legal defenses available to the Trustee that are different from or in addition to those available to Vivendi, or Vivendi Universal Exchangeco and that, in the opinion of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Vivendi and Vivendi Universal Exchangeco shall not have the right to assume the 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 the duties of the Lessees hereunder this Agreement and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Each Lessee agrees to indemnify and hold harmless the Trustee and the Trustee’s officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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 be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Each Lessee agrees to indemnify and hold harmless Under the Trustee and the Trustee’s officersTrust Deed, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatoryentitled to be indemnified, includingsecured and/or pre-funded to its satisfaction and to be relieved from responsibility in certain circumstances and to be paid its fees, but not limited to any judgmentcosts, awardexpenses, settlementindemnity payments, reasonable attorneys’ fees and other costs or expenses incurred amounts in connection priority to the claims of the Bondholders. In addition, the Trustee is entitled to enter into business transactions with the defense of any actual or threatened action, proceeding or claim; provided, howeverIssuer, the Lessees shall have no duty Guarantor, the LC Bank and/or any entity related (directly or indirectly) to indemnify the TrusteeIssuer, 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 Indemnified Person pursuant 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 this Section 15.2, to the extent such claim, demand, liability, cost it and whether their liability in relation thereto is limited (by its terms 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 any engagement letter relating thereto entered into by the Trustee or any other Indemnified Person subject 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 limitations hereofIssuer, 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. The indemnification provided for in this Section 15.2 None of the Trustee or any of the Agents shall be in addition to responsible or liable for the performance by the Issuer, the Guarantor, the LC Bank and/or any other indemnities available 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 survive be entitled to assume that the termination same are being duly performed. None of the duties Trustee or the Agents shall have any obligation to monitor compliance with the provisions of the Lessees hereunder and Trust Deed, the termination Agency Agreement, the Deed of this Lease Guarantee, the Standby Letter of Credit or these Conditions, or ascertain whether an Event of Default, a Potential Event of Default (as defined in the Trust Deed), a Pre-funding Failure or a document Relevant Event has occurred, and they shall not be liable to which the Bondholders or any other person for not doing so. Whenever the Trustee is a signatory required or entitled by the resignation or removal terms of the Trust Deed, the Agency Agreement, the Deed of Guarantee, 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, 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 way of an Extraordinary Resolution, and the Trustee shall not be responsible for any loss or liability incurred by the 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. None of the Trustee or any Agent shall be liable to any Bondholder, the Issuer, the Guarantor, the LC Bank 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 of Bonds outstanding or passed at a meeting of Bondholders convened and held in accordance with the Trust Deed. 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 Issuer, the Guarantor and the LC Bank, and the Trustee shall not at any time have any responsibility for the same and each Bondholder shall not rely on the Trustee in respect thereof.

Indemnification of the Trustee. Each Lessee agrees The Parent and Purchaser jointly and severally agree to indemnify and hold harmless the Trustee and the Trustee’s each of its directors, officers, directorspartners, employees and agents appointed and employees acting in accordance with this Agreement (collectively, the "Indemnified Parties") against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, reasonable costs, penalties, fines and liabilities reasonable expenses (including reasonable expenses of whatsoever naturethe 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 instructions delivered to the Trustee by the Parent or the Purchaser pursuant hereto. Subject to (ii), below, the Parent and all or, the Purchaser shall be entitled to participate at their own expense in the case defence and, if the Parent and the Purchaser so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share claim. In the event the Parent and/or the Purchaser assume the defence of all costs the Trustee, no settlement of any claim shall be entered into without the prior approval of the Trustee; and expenses, relating the Trustee shall have the right to re-assume the defence of any suit if the Parent or Purchaser fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by the Parent or the Purchaser; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and the Trustee’s performance of its obligations thereunderParent or the Purchaser, or any document pertaining to any of the foregoing to which and the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel acceptable to the extent such claim, demand, liability, cost Parent or expense arises out of the Purchaser that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee which are different from or in addition to those available to the Parent or the Purchaser and that in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case the Purchaser and the Parent shall survive not have the termination right to assume the defence of such suit on behalf of the duties Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Lessees hereunder Trustee). Neither the Parent nor the Purchaser shall be liable for any settlement of a matter in respect of which an Indemnified Party may seek indemnification under this section 9.1, unless the Parent and the termination of this Lease or a document Purchaser have consented in writing to which the Trustee is a signatory or the resignation or removal of the Trusteesuch settlement.

Indemnification of the Trustee. Each Lessee agrees SMTC and 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 (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s officers's legal counsel) which, directorswithout fraud, agents and employees 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 (to be confirmed in writing) delivered to the Trustee by SMTC or SMTC Canada pursuant hereto. In no case shall SMTC or SMTC Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC and all orSMTC Canada shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, in promptly after any of the case Indemnified Parties shall have received any such written assertion of clause 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 (ii) below, such Lessee’s Pro Rata Share of all claims, demands SMTC and liabilities of whatsoever nature, and all or, SMTC Canada shall be entitled to participate at their own expense in the case defence and, if SMTC and SMTC Canada so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant counsel has been authorized by SMTC or SMTC Canada, such authorization not to this Lease and be unreasonably withheld; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and SMTC or SMTC Canada and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify the Trustee, SMTC or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost SMTC Canada that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee that are different from or in addition to those available to SMTC or 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 SMTC and SMTC Canada shall survive not have the termination right to assume the defence of such suit on behalf of the duties Trustee but shall be liable to pay the reasonable fees and expenses of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of counsel for the Trustee).

Indemnification of the Trustee. Each The Lessee agrees to indemnify and hold harmless the Trustee and the Trustee’s 's officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such the Lessee pursuant to this Lease Agreement and (ii) the Trustee’s 's appointment under the Base Indenture and the Trustee’s 's performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ ' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees Lessee shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.2, 15.2 to the extent such claim, demand, liability, cost or expense arises out of or is due solely to the Trustee’s 's or such Indemnified Person’s 's gross negligence or willful misconduct. Any such indemnification shall not be payable from the assets of the LessorThrifty Finance. 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 be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees Lessee hereunder and the termination of this Lease Agreement or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Each Lessee agrees to indemnify and hold harmless The Trust Deed contains provisions for the indemnification, of the Trustee and 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 Trustee’s officersIssuer and any entity related (directly or indirectly) to the Issuer and to act as trustee, directorsagent, agents depositary and/or custodian for the holders of any other securities issued or guaranteed by, or relating to, the Issuer and employees against any entity related (directly or indirectly) to the Issuer, (b) exercise and all enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, in as the case of clause (ii) belowmay be, any such Lessee’s Pro Rata Share of all claimstrusteeship without regard to the interests of, demands and liabilities of whatsoever natureor consequences for, the Bondholders, and all or(c) 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 conclusively and without liability to Bondholders, the Issuer or any other person on any report, confirmation, certificate, opinion or advice of any accountants, auditors, lawyers, financial advisers, financial institution or any other expert, whether or not addressed to it and whether their liability in the case of clause relation thereto is limited (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, by its terms or by any engagement letter relating to thereto or in any way arising out of: (iother manner) by reference to a monetary cap, methodology or otherwise. The Trustee may accept and shall be entitled to rely on any acts such report, confirmation, certificate, opinion or omissions of advice, in which case such Lessee pursuant to this Lease and (ii) report, confirmation, certificate, opinion or advice shall be binding on the Trustee’s appointment under the Base Indenture Issuer and the Trustee’s performance of Bondholders. Each Bondholder shall be solely responsible for making and continuing to make its obligations thereunderown independent appraisal and investigation into the financial condition, or any document pertaining to any creditworthiness, condition, affairs, status and nature of the foregoing to which Issuer, and the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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 at any time have any responsibility or liability for the assets of the Lessor. The provisions of this indemnity same and each Bondholder shall run directly to and be enforceable by not rely on the Trustee or any other Indemnified Person subject to the limitations hereof. The indemnification provided for in this Section 15.2 shall be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trusteerespect thereof.

Indemnification of the Trustee. Each Lessee agrees Parent, Subco and the Company jointly and severally agree to indemnify indemnity and hold harmless the Trustee and each of its directors, officers and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s officers's legal counsel) which, directorswithout fraud, agents and employees negligence, recklessness, 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 Agreement, or any written or oral instructions delivered to the Trustee by Parent, Subco or the Company pursuant hereto. In no case shall Parent, Subco or the Company be liable under this indemnity for any claim against any of the Indemnified Parties unless Parent, Subco and all orthe Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, in promptly after any of the case Indemnified Parties shall have received any such written assertion of clause 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 (ii) below, such Lessee’s Pro Rata Share of all claimsParent, demands Subco and liabilities of whatsoever nature, and all or, the Company shall be entitled to participate at their own expense in the case defense and, if Parent, Subco or the Company so elect at any time after receipt of clause (ii) belowsuch notice, any of them may assume the defense of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch suit and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by Parent, Subco or the Company; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and Parent, Subco or the Company and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify Parent, Subco or the Trustee, Company that there may be one 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 be in addition to any other indemnities more legal defenses available to the Trustee that are different from or in addition to those available to Parent, Subco or the Company and shall survive that, in the termination judgement of the duties such counsel, would present a conflict of the Lessees hereunder interest were a joint representation to be undertaken (in which case Parent, Subco and the termination Company shall not have the right to assume the defense of this Lease or a document to which the Trustee is a signatory or the resignation or removal such suit on behalf of the Trustee., but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). 9.2

Indemnification of the Trustee. Each Lessee agrees to indemnify and hold harmless the Trustee and the Trustee’s 's officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such Lessee pursuant to this Lease Agreement and (ii) the Trustee’s 's appointment under the Base Indenture and the Trustee’s 's performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ ' fees and other costs or 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 's or such Indemnified Person’s 's gross negligence or willful misconductmisconduct [and a Lessee's indemnification obligation under clause (ii) above shall be limited to such Lessee's Pro Rata Share of the aggregate amount required to be paid by the Lessee's thereunder]. Any such indemnification shall not be payable from the assets of the LessorRCFC. 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 be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease Agreement or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Each Lessee agrees The Parent, Holdco and the Company jointly and severally agree to indemnify and hold harmless the Trustee and the Trustee’s each of its directors, officers, directorsemployees and agents appointed and acting in accordance with this Trust Agreement (collectively, agents and employees the "Indemnified Parties") against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, costs, penalties, fines and liabilities reasonable and necessary expenses (including reasonable and necessary expenses of whatsoever naturethe Trustee's legal counsel) which, and all orwithout fraud, in negligence, wilful misconduct or bad faith on the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions part of such Lessee pursuant to this Lease and (ii) Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s appointment under 's acceptance or administration of the Base Indenture and the Trustee’s performance of Trust, its obligations thereundercompliance with its duties set forth in this Trust Agreement, or any document pertaining written or oral instructions delivered to the Trustee by the Parent, Holdco or the Company pursuant hereto. In no case shall the Parent, Holdco or the Company be liable under this indemnity for any claim against any of the foregoing to which the Trustee Indemnified Parties if such claim is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs incurred or 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 suffered by reason 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 as a result of the Lessor. The provisions fraud, gross negligence, wilful misconduct or bad faith of this indemnity an Indemnified Party and unless the Parent, Holdco and the Company shall run directly to and be enforceable 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 Indemnified Person subject first legal process giving information as to the limitations hereofnature and basis of the claim. Subject to Section 9.1(b), below, the Parent, Holdco and the Company shall be entitled to participate at their own expense in the defence and, if the Parent, Holdco or the Company 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 indemnification provided for Trustee shall have the right to employ separate counsel in this Section 15.2 any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be in addition at the expense of the Trustee unless: (a) the employment of such counsel has been authorized by the Parent, Holdco or the Company, such authorization not to be unreasonably withheld; or (b) the named parties to any other indemnities such suit include both the Trustee and the Parent, Holdco or the Company and the Trustee shall have been advised in writing by counsel acceptable to the Parent, Holdco or 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 the Parent, Holdco or the Company and that an actual or potential conflict of interest exists (in which case the Parent, Holdco and 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). Such indemnification shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the TrusteeTrustee and the termination of this Trust Agreement.

Indemnification of the Trustee. Each Lessee agrees Holdings and THC, jointly and severally, agree to indemnify and hold harmless the Trustee and each of its directors, officers and agents appointed and acting in accordance with this 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 officers's legal counsel) which, directorswithout fraud, agents and employees 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 trust agreement, or any written or oral instruction delivered to the Trustee by Holdings or THC pursuant hereto. In no case shall Holdings or THC be liable under this indemnity for any claim against any of the Indemnified Parties unless Holdings and all orTHC shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, in promptly after any of the case Indemnified Parties shall have received any such written assertion of clause 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 (ii) below, Holdings and THC shall be entitled to participate at their own expense in the defence and, if Holdings and THC so elect at any time after receipt of such Lessee’s Pro Rata Share notice, either of all claims, demands 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 liabilities of whatsoever nature, and all orparticipate, in the case defence thereof but the fees and expenses of clause (ii) below, such Lessee’s Pro Rata Share counsel shall be at the expense of all costs and expenses, relating to or in any way arising out ofthe Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by Holdings or THC; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and Holdings or THC and the Trustee’s performance Trustee shall have been advised by counsel acceptable to Holdings or 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 Holdings or THC and that, in the judgment of its obligations thereundersuch counsel, or any document pertaining would present a conflict of interest were a joint representation to any be undertaken (in which case Holdings and THC shall not have the right to assume the defence of such suit on behalf of the foregoing Trustee but shall be liable to which pay the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with of counsel for the defense of any actual or threatened action, proceeding or claim; provided, howeverTrustee). For certainty, 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 be in addition to any other indemnities available to the Trustee and 8.1 shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trusteetrust agreement.

Indemnification of the Trustee. Each Lessee agrees The Parent and the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and the Trustee’s each of its directors, officers, directorsemployees and agents appointed and acting in accordance with this trust agreement (collectively, agents and employees the "Indemnified Parties") against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, costs, penalties, fines and liabilities reasonable expenses (including reasonable expenses of whatsoever naturethe Trustee's legal counsel) which, without fraud, gross negligence, 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 trust agreement, or any written or oral instructions delivered to the Trustee by the Parent or the Corporation pursuant hereto. In no case shall the Parent or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, 45 -45- gross negligence, wilful misconduct or bad faith of an Indemnified Party and all orunless the Parent and 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 (ii), below, the Parent and the Corporation shall be entitled to participate at their own expense in the case defense and, if the Parent or the Corporation so elect at any time after receipt of clause (ii) belowsuch notice, any of them may assume the defense of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch suit and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant counsel has been authorized by the Parent or the Corporation, such authorization not to this Lease and be unreasonably withheld; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and the Trustee’s performance of its obligations thereunder, Parent or any document pertaining to any of the foregoing to which Corporation and the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel acceptable to the extent such claim, demand, liability, cost Parent or expense arises out of the Corporation that there may be one 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 be in addition to any other indemnities more legal defenses available to the Trustee that are different from or in addition to those available to the Parent or the Corporation and that an actual or potential conflict of interest exists (in which case the Parent and the Corporation shall not have the right to assume the 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). Such indemnification shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the TrusteeTrustee and the termination of this trust agreement.

Indemnification of the Trustee. Each Lessee agrees Orbital and the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and the Trustee’s each of its directors, officers, directors, employees and agents appointed and employees acting in accordance with this Agreement (collectively the "Indemnified Parties") against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, costs, taxes (other than income taxes imposed on the Trustee), penalties, fines and liabilities reasonable expenses (including reasonable expenses of whatsoever naturethe Trustee's legal counsel) which, without fraud, negligence, 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 instructions delivered to the Trustee by Orbital or the Corporation pursuant hereto. In no case shall Orbital or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Orbital and all orthe 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 (ii), below, Orbital and the Corporation shall be entitled to participate at their own expense in the case defense and, if Orbital or the Corporation so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by Orbital or the Corporation; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and Orbital or the Corporation and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify Orbital or the Trustee, Corporation that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee that are different from or in addition to those available to Orbital or the Corporation and that an actual or potential conflict of interest exists (in which case Orbital and 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 33 - 33 - counsel for the Trustee). The indemnifications set forth in this Agreement shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trusteehereof.

Indemnification of the Trustee. Each Lessee agrees The Parent, Purchaser and the Shareholders jointly and severally agree to indemnify and hold harmless the Trustee and the Trustee’s each of its directors, officers, directorspartners, employees and agents appointed and employees acting in accordance with this Agreement (collectively, the "Indemnified Parties") against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, costs, penalties, fines and liabilities reasonable expenses (including reasonable expenses of whatsoever naturethe Trustee's legal counsel) which, without fraud, gross negligence, 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 Agreement, or any written or oral instructions delivered to the Trustee by the Parent or the Purchaser pursuant hereto. Subject to (ii), below, the Parent and all or, the Purchaser shall be entitled to participate at their own expense in the case defence and, if the Parent and the Purchaser so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share claim. In the event the Parent and/or the Purchaser assume the defence of all costs the Trustee, no settlement of any claim shall be entered into without the prior approval of the Trustee; and expenses, relating the Trustee shall have the right to re-assume the defence of any suit if the Parent or Purchaser fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by the Parent or the Purchaser; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and the Trustee’s performance of its obligations thereunder, Parent; or any document pertaining to any of (iii) the foregoing to which Purchaser and the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel acceptable to the extent such claim, demand, liability, cost Parent or expense arises out of the Purchaser that there may be. one 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 be in addition to any other indemnities more legal defences available to the Trustee and which are different from or in addition to those available to the Parent or the Purchaser (in which case the Purchaser shall survive not have the termination right to assume the defence of such suit on behalf of the duties Trustee but shall be liable to pay the reasonable fees and expenses of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of counsel for the Trustee).

Indemnification of the Trustee. Each Lessee agrees The Parent, Purchaser and the Shareholders jointly and severally agree to indemnify and hold harmless the Trustee and the Trustee’s each of its directors, officers, directorspartners, employees and agents appointed and employees acting in accordance with this Agreement (collectively, the "Indemnified Parties") against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, costs, penalties, fines and liabilities reasonable expenses (including reasonable expenses of whatsoever naturethe Trustee's legal counsel) which, without fraud, gross negligence, 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 Agreement, or any written or oral instructions delivered to the Trustee by the Parent or Purchaser pursuant hereto. Subject to (ii), below, the Parent and all or, Purchaser shall be entitled to participate at their own expense in the case defence and, if the Parent and Purchaser so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share claim. In the event the Parent and/or Purchaser assume the defence of all costs the Trustee, no settlement of any claim shall be entered into without the prior approval of the Trustee; and expenses, relating the Trustee shall have the right to re-assume the defence of any suit if the Parent or Purchaser fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by the Parent or Purchaser; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and the Trustee’s performance of its obligations thereunder, Parent; or any document pertaining to any of the foregoing to which (iii) Purchaser and the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel acceptable to the extent such claim, demand, liability, cost Parent or expense arises out of Purchaser that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee and which are different from or in addition to those available to the Parent or Purchaser (in which case Purchaser shall survive not have the termination right to assume the defence of such suit on behalf of the duties Trustee but shall be liable to pay the reasonable fees and expenses of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of counsel for the Trustee).

Indemnification of the Trustee. Each Lessee agrees The Parent, Purchaser and the Shareholders jointly and severally agree to indemnify and hold harmless the Trustee and the Trustee’s each of its directors, officers, directorspartners, employees and agents appointed and employees acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, costs, penalties, fines and liabilities reasonable expenses (including reasonable expenses of whatsoever naturethe Trustee's legal counsel) which, without fraud, gross negligence, 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 Agreement, or any written or oral instructions delivered to the Trustee by the Parent or the Purchaser pursuant hereto. Subject to (ii), below, the Parent and all or, the Purchaser shall be entitled to participate at their own expense in the case defence and, if the Parent and the Purchaser so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share claim. In the event the Parent and/or the Purchaser assume the defence of all costs the Trustee, no settlement of any claim shall be entered into without the prior approval of the Trustee; and expenses, relating the Trustee shall have the right to re-assume the defence of any suit if the Parent or Purchaser fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by the Parent or the Purchaser; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and the Trustee’s performance of its obligations thereunder, Parent; or any document pertaining to any of (iii) the foregoing to which Purchaser and the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel acceptable to the extent such claim, demand, liability, cost Parent or expense arises out of the Purchaser that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee and which are different from or in addition to those available to the Parent or the Purchaser (in which case the Purchaser shall survive not have the termination right to assume the defence of such suit on behalf of the duties Trustee but shall be liable to pay the reasonable fees and expenses of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of counsel for the Trustee).

Indemnification of the Trustee. Each Lessee agrees Parent and Purchaser 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 officerslegal counsel) which, directorswithout fraud, agents and employees 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 Parent or Purchaser pursuant hereto. Parent or Purchaser shall not be liable under this indemnity for any claim against any of the Indemnified Parties unless Parent and all orPurchaser 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, but Parent and Purchaser shall not be liable only to the extent that a delay in such notification by the case of clause Trustee prejudices the claim. Subject to (ii) below, such Lessee’s Pro Rata Share of all claims, demands Parent and liabilities of whatsoever nature, and all or, Purchaser shall be entitled to participate at their own expense in the case defense and, if Parent and Purchaser so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defense of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch suit and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by Parent or Purchaser; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and Parent or Purchaser and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify the Trustee, Parent or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost Purchaser that there may be one 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 be in addition to any other indemnities more legal defenses available to the Trustee that are different from or in addition to those available to Parent or Purchaser and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and Purchaser shall not have the right to assume the 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 the duties of the Lessees hereunder this Agreement and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Each Lessee agrees TMW, Canco and 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, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s officers's legal counsel) which, directorswithout fraud, agents and employees negligence, 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 Agreement, or any written or oral instructions delivered to the Trustee by TMW, Canco or MG pursuant hereto. In no case shall TMW, Canco or MG be liable under this indemnity for any claim against any of the Indemnified Parties unless TMW, Canco and all orMG shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, in promptly after any of the case Indemnified Parties shall have received any such written assertion of clause 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 (iii) below, such Lessee’s Pro Rata Share of all claimsTMW, demands Canco and liabilities of whatsoever nature, and all or, MG shall be entitled to participate at their own expense in the case defense and, if TMW, Canco or MG so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defense of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch suit and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by TMW, Canco or MG; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and TMW, Canco or MG and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify the TrusteeTMW, Canco or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost MG that there may be one 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 be in addition to any other indemnities more legal defenses available to the Trustee that are different from or in addition to those available to TMW, Canco or MG and that an actual or potential conflict of interest exists (in which case TMW, Canco and MG shall not have the right to assume the 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 the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory Agreement or the resignation or removal replacement of the Trustee.

Indemnification of the Trustee. Each Lessee The Company agrees to indemnify and hold harmless the Trustee, and its affiliates, their successor, assigns, and each of their directors, officers, employees and agents from and against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including without limitation reasonable expenses of the Trustee’s legal counsel) which, without gross negligence, wilful misconduct or bad faith on the part of the Trustee, its officers, directors and employees may be paid, incurred or suffered by the 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 or any written or oral instructions delivered to the Trustee by the Company pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against the Trustee unless the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Trustee, promptly after the Trustee 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. The Company shall be entitled to participate at its own expense in the defence of the assertion or claim. The Company may elect at any time after receipt of such 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 and the fees and expenses of such counsel shall be subject to Section 4.1 herein in the event that the named parties to any such suit include both the Trustee and the Trustee’s officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture Company and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee and that are different from or in addition to those available to the Company (in which case the Company shall survive not have the termination right to assume the defence of such suit on behalf of the duties Trustee but shall be liable to pay the reasonable fees and expenses of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of counsel for the Trustee).

Indemnification of the Trustee. Each Lessee agrees The Parent, Dutchco and 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, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s officers's legal counsel) which, directorswithout fraud, agents and employees negligence, 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 instructions delivered to the Trustee by the Parent, Dutchco or the Corporation pursuant hereto. In no case shall the Parent, Dutchco or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless the Parent, Dutchco and all orthe Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, in promptly after any of the case 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, such Lessee’s Pro Rata Share of all claimsthe Parent, demands Dutchco and liabilities of whatsoever nature, and all or, the Corporation shall be entitled to participate at their own expense in the case defence and, if the Parent, Dutchco or the Corporation so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by the Parent, Dutchco or the Corporation; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and the Trustee’s performance of its obligations thereunderParent, Dutchco or any document pertaining to any of the foregoing to which Corporation and the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel acceptable to the extent such claim, demand, liability, cost Parent or expense arises out of the Corporation that there may be one 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 be in addition to any other indemnities more legal defenses available to the Trustee which are different from or in addition to those available to the Parent or the Corporation (in which case the Parent, Dutchco and the Corporation shall survive not have the termination right to assume the defence of such suit on behalf of the duties Trustee but shall be liable to pay the reasonable fees and expenses of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of counsel for the Trustee).

Indemnification of the Trustee. Each Lessee agrees The Parent and Purchaser jointly and severally agree to indemnify and hold harmless the Trustee and the Trustee’s each of its directors, officers, directorspartners, employees and agents appointed and employees acting in accordance with this Agreement (collectively, the "Indemnified Parties") against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, costs, penalties, fines and liabilities reasonable expenses (including reasonable expenses of whatsoever naturethe Trustee's legal counsel) which, without fraud, gross negligence, 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 Agreement, or any written or oral instructions delivered to the Trustee by the Parent or the Purchaser pursuant hereto. Subject to (ii), below, the Parent and all or, the Purchaser shall be entitled to participate at their own expense in the case defence and, if the Parent and the Purchaser so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share claim. In the event the Parent and/or the Purchaser assume the defence of all costs the Trustee, no settlement of any claim shall be entered into without the prior approval of the Trustee; and expenses, relating the Trustee shall have the right to re-assume the defence of any suit if the Parent or Purchaser fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by the Parent or the Purchaser; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and the Trustee’s performance of its obligations thereunder, Parent; or any document pertaining to any of (iii) the foregoing to which Purchaser and the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel acceptable to the extent such claim, demand, liability, cost Parent or expense arises out of the Purchaser that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee and which are different from or in addition to those available to the Parent or the Purchaser (in which case the Purchaser shall survive not have the termination right to assume the defence of such suit on behalf of the duties Trustee but shall be liable to pay the reasonable fees and expenses of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of counsel for the Trustee).

Indemnification of the Trustee. Each Lessee agrees TMW, Canco and 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, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s officers's legal counsel) which, directorswithout fraud, agents and employees negligence, 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 Agreement, or any written or oral instructions delivered to the Trustee by TMW, Canco or MG pursuant hereto. In no case shall TMW, Canco or MG be liable under this indemnity for any claim against any of the Indemnified Parties unless TMW, Canco and all orMG shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, in promptly after any of the case Indemnified Parties shall have received any such written assertion of clause 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 (iii) below, such Lessee’s Pro Rata Share of all claimsTMW, demands Canco and liabilities of whatsoever nature, and all or, MG shall be entitled to participate at their own expense in the case defense and, if TMW, Canco or MG so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defense of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch suit and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by TMW, Canco or MG; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and TMW, Canco or MG and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify the TrusteeTMW, Canco or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost MG that there may be one 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 be in addition to any other indemnities more legal defenses available to the Trustee that are different from or in addition to those available to TMW, Canco or MG and that an actual or potential conflict of interest exists (in which case TMW, Canco and MG shall not have the right to assume the 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 the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory Agreement or the resignation or removal replacement of the Trustee.

Indemnification of the Trustee. Each Lessee agrees The Parent, Purchaser and the Shareholders jointly and severally agree to indemnify and hold harmless the Trustee and the Trustee’s each of its directors, officers, directorspartners, employees and agents appointed and employees acting in accordance with this Agreement (collectively, the "Indemnified Parties") against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, costs, penalties, fines and liabilities reasonable expenses (including reasonable expenses of whatsoever naturethe Trustee's legal counsel) which, without fraud, gross negligence, 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 Agreement, or any written or oral instructions delivered to the Trustee by the Parent or Mergeco pursuant hereto. Subject to (ii), below, the Parent and all or, Mergeco shall be entitled to participate at their own expense in the case defence and, if the Parent and Mergeco so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share claim. In the event the Parent and/or Mergeco assume the defence of all costs the Trustee, no settlement of any claim shall be entered into without the prior approval of the Trustee; and expenses, relating the Trustee shall have the right to re-assume the defence of any suit if the Parent or Mergeco fail to actively continue such defence so assumed. The Trustee shall have the right to employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by the Parent or Mergeco; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and the Trustee’s performance of its obligations thereunder, Parent; or any document pertaining to any of the foregoing to which (iii) Mergeco and the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel acceptable to the extent such claim, demand, liability, cost Parent or expense arises out of Mergeco that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee and which are different from or in addition to those available to the Parent or Mergeco (in which case Mergeco shall survive not have the termination right to assume the defence of such suit on behalf of the duties Trustee but shall be liable to pay the reasonable fees and expenses of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of counsel for the Trustee).

Indemnification of the Trustee. Each Lessee agrees to indemnify and hold harmless the Trustee and the Trustee’s officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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 be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Each Lessee agrees The Parent and the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and the Trustee’s each of its directors, officers, directorsemployees and agents appointed and acting in accordance with this trust agreement (collectively, agents and employees the "Indemnified Parties") against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, costs, penalties, fines and liabilities reasonable expenses (including reasonable expenses of whatsoever naturethe Trustee's legal counsel) which, without fraud, negligence, 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 trust agreement, or any written or oral instructions (when confirmed in writing) delivered to the Trustee by the Parent or the Corporation pursuant hereto. In no case shall the Parent or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, negligence, wilful misconduct or bad faith of an Indemnified Party and all orunless the Parent and 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 (ii), below, the Parent and the Corporation shall be entitled to participate at their own expense in the case defence and, if the Parent or the Corporation so elect at any time after receipt of clause (ii) belowsuch notice, any of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant counsel has been authorized by the Parent or the Corporation, such authorization not to this Lease and be unreasonably withheld; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and the Trustee’s performance of its obligations thereunder, Parent or any document pertaining to any of the foregoing to which Corporation and the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel acceptable to the extent such claim, demand, liability, cost Parent or expense arises out of the Corporation that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee that are different from or in addition to those available to the Parent or the Corporation and that an actual or potential conflict of interest exists (in which case the Parent and 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). Such indemnification shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the TrusteeTrustee and the termination of this trust agreement.

Indemnification of the Trustee. Each Lessee The Trust hereby agrees to indemnify be primary obligor and shall indemnify, defend and hold harmless the Delaware Trust Company, in its individual capacity and in its capacity as Trustee and any of the Trustee’s officers, directors, employees, affiliates and agents of the Trustee (the “Trustee Indemnified Persons”) from and employees against any and all orlosses, in the case of clause (ii) belowdamages, such Lessee’s Pro Rata Share of all liabilities, claims, demands and liabilities of whatsoever natureactions, and all orsuits, in the case of clause (ii) belowcosts, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: disbursements (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, including reasonable attorneys’ legal fees and other costs or expenses incurred in connection with enforcement of its rights to indemnity hereunder and including the defense reasonable fees and expenses of counsel), taxes and penalties of any actual kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or threatened actionare 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, proceeding the creation, operation or claimtermination of the Trust or the transactions contemplated hereby; provided, however, that 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 Trust shall not be payable from the assets required to indemnify any Trustee Indemnified Person for any Expenses which are a result of the Lessorwillful misconduct, bad faith or gross negligence of a Trustee Indemnified Person. The provisions If the Trust shall have insufficient assets or improperly refuses to pay a Trustee Indemnified Person within sixty (60) days of this indemnity shall run directly to and be enforceable by a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or any other indemnify, defend and hold harmless a Trustee Indemnified Person subject 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 limitations hereof. The indemnification provided for in this Section 15.2 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 in addition to any other indemnities available to determined that the Trustee Indemnified Person is not entitled to be indemnified under this Amended and shall survive the termination Restated Declaration of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the TrusteeTrust.

Indemnification of the Trustee. Each Lessee The Trust hereby agrees to indemnify be primary obligor and shall indemnify, defend and hold harmless the CSC Delaware Trust Company, in its individual capacity and in its capacity as Trustee and any of the Trustee’s officers, directors, employees, affiliates and agents of the Trustee (the “Trustee Indemnified Persons”) from and employees against any and all orlosses, in the case of clause (ii) belowdamages, such Lessee’s Pro Rata Share of all liabilities, claims, demands and liabilities of whatsoever natureactions, and all orsuits, in the case of clause (ii) belowcosts, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: disbursements (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, including reasonable attorneys’ legal fees and other costs or expenses incurred in connection with enforcement of its rights to indemnity hereunder and including the defense reasonable fees and expenses of counsel), taxes and penalties of any actual kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or threatened actionare 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, proceeding the creation, operation or claimtermination of the Trust or the transactions contemplated hereby; provided, however, that 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 Trust shall not be payable from the assets required to indemnify any Trustee Indemnified Person for any Expenses which are a result of the Lessorwillful misconduct, bad faith or gross negligence of a Trustee Indemnified Person. The provisions If the Trust shall have insufficient assets or improperly refuses to pay a Trustee Indemnified Person within sixty (60) days of this indemnity shall run directly to and be enforceable by a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or any other indemnify, defend and hold harmless a Trustee Indemnified Person subject 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 limitations hereof. The indemnification provided for in this Section 15.2 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 in addition to any other indemnities available to determined that the Trustee Indemnified Person is not entitled to be indemnified under this Second Amended and shall survive the termination Restated Declaration of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the TrusteeTrust.

Indemnification of the Trustee. Each Lessee agrees The Parent and the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and the Trustee’s each of its directors, officers, directorspartners, employees and agents appointed and employees acting in accordance with this agreement (collectively, the "Indemnified Parties") against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, costs, penalties, fines and liabilities reasonable expenses (including reasonable expenses of whatsoever naturethe Trustee's legal counsel) which, without fraud, negligence, 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 instructions (when confirmed in writing) delivered to the Trustee by the Parent or the Corporation pursuant hereto. In no case shall the Parent or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, negligence, wilful misconduct or bad faith of an Indemnified Party and all orunless the Parent and 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 (ii), below, the Parent and the Corporation shall be entitled to participate at their own expense in the case defence and, if the Parent or the Corporation so elect at any time after receipt of clause (ii) belowsuch notice, any of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant counsel has been authorized by the Parent or the Corporation, such authorization not to this Lease and be unreasonably withheld; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and the Trustee’s performance of its obligations thereunder, Parent or any document pertaining to any of the foregoing to which Corporation and the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel acceptable to the extent such claim, demand, liability, cost Parent or expense arises out of the Corporation that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee that are different from or in addition to those available to the Parent or the Corporation and that an actual or potential conflict of interest exists (in which case the Parent and 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). Such indemnification shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the TrusteeTrustee and the termination of this agreement.

Indemnification of the Trustee. Each Lessee agrees The Parent and the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and the Trustee’s each of its directors, officers, directorsemployees and agents appointed and acting in accordance with this trust agreement (collectively, agents and employees the "Indemnified Parties") against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, costs, penalties, fines and liabilities reasonable expenses (including reasonable expenses of whatsoever naturethe Trustee's legal counsel) which, without fraud, negligence, 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 trust agreement, or any written or oral instructions delivered to the Trustee by the Parent or the Corporation pursuant hereto. In no case shall the Parent or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, negligence, wilful misconduct or bad faith of an Indemnified Party and all orunless the Parent and 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 (ii), below, the Parent and the Corporation shall be entitled to participate at their own expense in the case defense and, if the Parent and the Corporation so elect at any time after receipt of clause (ii) belowsuch notice, any of them may assume the defense of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch suit and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant counsel has been authorized by the Parent or the Corporation, such authorization not to this Lease and be unreasonably withheld; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and the Trustee’s performance of its obligations thereunder, Parent or any document pertaining to any of the foregoing to which Corporation the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel acceptable to the extent such claim, demand, liability, cost Parent or expense arises out of the Corporation that there may be one 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 be in addition to any other indemnities more legal defenses available to the Trustee that are different from or in addition to those available to the Parent and the Corporation and that an actual or potential conflict of interest exists (in which case the Parent and the Corporation shall not have the right to assume the 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). Such indemnification shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the TrusteeTrustee and the termination of this trust agreement.

Indemnification of the Trustee. Each Hertz, as a Lessee and as Guarantor, agrees to indemnify and hold harmless the Trustee and the Trustee’s officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such any Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, the Lessees Hertz, as a Lessee or as Guarantor, shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.228, 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 39 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 15.2 28 shall be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.. 40 WEIL:\95390749\1\99910.6247

Indemnification of the Trustee. Each Lessee agrees The Parent, Dutchco and 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, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s officers's legal counsel) which, directorswithout fraud, agents and employees negligence, 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 instructions delivered to the Trustee by the Parent, Dutchco or the Corporation pursuant hereto. In no case shall the Parent, Dutchco or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless the Parent, Dutchco and all orthe Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, in promptly after any of the case 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, such Lessee’s Pro Rata Share of all claimsthe Parent, demands Dutchco and liabilities of whatsoever nature, and all or, the Corporation shall be entitled to participate at their own expense in the case defence and, if the Parent, Dutchco or the Corporation so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by the Parent, Dutchco or the Corporation; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and the Trustee’s performance of its obligations thereunderParent, Dutchco or any document pertaining to any of the foregoing to which Corporation and the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel acceptable to the extent such claim, demand, liability, cost Parent or expense arises out of the Corporation that there may be one 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 be in addition to any other indemnities more legal defenses available to the Trustee which are different from or in addition to those available to the Parent or the Corporation (in which case the Parent, Dutchco and the Corporation shall survive not have the termination right to assume the defence of such suit on behalf of the duties Trustee but shall be liable to pay the reasonable fees and expenses of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of counsel for the Trustee.). 10.2

Indemnification of the Trustee. Each Lessee agrees to indemnify and hold harmless the Trustee and the Trustee’s officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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 be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Each Lessee agrees ParentCo and 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 (for whom it is expressly agreed that the Trustee is holding the benefit of this indemnity and rights of enforcement thereof in trust) (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, 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 and completion of its duties set forth in this agreement, or any written or oral instructions delivered to the Trustee by ParentCo or the Corporation pursuant hereto. In no case shall ParentCo or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless ParentCo and the Trustee’s officersCorporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, directors, agents 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 employees against basis of the claim and such failure prejudices the ability of the ParentCo or the Corporation to respond to any and all or, in the case of clause such claim or action. Subject to (iii) below, such Lessee’s Pro Rata Share of all claims, demands ParentCo and liabilities of whatsoever nature, and all or, the Corporation shall be entitled to participate at their own expense in the case defense and, if ParentCo or the Corporation so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defense of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch suit and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant counsel has been authorized by ParentCo or the Corporation, such authorization not to this Lease and be unreasonably withheld; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and ParentCo or the Corporation and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify ParentCo or the Trustee, Corporation that there may be one 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 be in addition to any other indemnities more legal defenses available to the Trustee that are different from or in addition to those available to ParentCo or the Corporation and shall survive the termination that an actual or potential conflict of the duties of the Lessees hereunder interest exists (in which case ParentCo and the termination Corporation shall not have the right to assume the defense of this Lease or a document to which the Trustee is a signatory or the resignation or removal such suit on behalf of the Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).

Indemnification of the Trustee. Each Lessee agrees Parent, Subco and the Company jointly and severally agree to indemnify indemnity and hold harmless the Trustee and each of its directors, officers and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s officers's legal counsel) which, directorswithout fraud, agents and employees negligence, recklessness, 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 Agreement, or any written or oral instructions delivered to the Trustee by Parent, Subco or the Company pursuant hereto. In no case shall Parent, Subco or the Company be liable under this indemnity for any claim against any of the Indemnified Parties until Parent, Subco and all orthe Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, in after any of the case Indemnified Parties shall have received any such written assertion of clause 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 (ii) below, such Lessee’s Pro Rata Share of all claimsParent, demands Subco and liabilities of whatsoever nature, and all or, the Company shall be entitled to participate at their own expense in the case defense and, if Parent, Subco or the Company so elect at any time after receipt of clause (ii) belowsuch notice, any of them may assume the defense of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch suit and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by Parent, Subco or the Company; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and Parent, Subco or the Company and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify Parent, Subco or the Trustee, Company that there may be one 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 be in addition to any other indemnities more legal defenses available to the Trustee that are different from or in addition to those available to Parent, Subco or the Company and that, in the judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent, Subco and the Company shall not have the right to assume the 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 the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Each Lessee agrees Polar and New Polar 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 officerslegal counsel) which, directorswithout fraud, agents and employees against any and all ornegligence, in recklessness, wilful misconduct or bad faith on the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions part of such Lessee pursuant to this Lease and (ii) Indemnified Party, may be paid incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s appointment under acceptance or administration of the Base Indenture and the Trustee’s performance of Trust, its obligations thereundercompliance with its duties set forth in this Agreement, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs written or 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 be in addition to any other indemnities available oral instruction delivered to the Trustee and by Polar or New Polar pursuant hereto. This indemnity shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee and the termination of the trusts created hereby. In no case shall Polar or New Polar be liable under this indemnity for any claim against any of the Indemnified Parties unless Polar and New Polar 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 (ii) below, Polar and New Polar shall be entitled to participate at their own expense in the defence and, if Polar and New Polar so elect at any time after receipt of such notice, 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 Polar or New Polar; or (ii) the named parties to any such suit include both the Trustee and Polar or New Polar and the Trustee shall have been advised by counsel acceptable to Polar or New Polar that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Polar or New Polar and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Polar and New Polar 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). Neither Polar nor New Polar shall be liable for any settlement effected without its written consent.

Indemnification of the Trustee. Each Lessee agrees Orbital and the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and the Trustee’s each of its directors, officers, directors, employees and agents appointed and employees acting in accordance with this Agreement (collectively the "Indemnified Parties") against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands losses, damages, costs, penalties, fines and liabilities reasonable expenses (including reasonable expenses of whatsoever naturethe Trustee's legal counsel) which, without fraud, negligence, 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 instructions delivered to the Trustee by Orbital or the Corporation pursuant hereto. In no case shall Orbital or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Orbital and all orthe 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 (ii), below, Orbital and the Corporation shall be entitled to participate at their own expense in the case defense and, if Orbital or the Corporation so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by Orbital or the Corporation; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and Orbital or the Corporation and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify Orbital or the Trustee, Corporation that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee that are different from or in addition to those available to Orbital or the Corporation and that an actual or potential conflict of interest exists (in which case Orbital and the Corporation shall survive not have the termination right to assume the defence of such suit on behalf of the duties Trustee but shall be liable to pay the reasonable fees and expenses of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of counsel for the Trustee).

Indemnification of the Trustee. Each Lessee agrees PureRay U.S. and the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its partners, 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 officerslegal counsel) which, directorswithout fraud, agents and employees 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 PureRay U.S. or the Corporation pursuant hereto. In no case shall PureRay U.S. or the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless PureRay U.S. and all orthe Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, in promptly after any of the case Indemnified Parties shall have received any such written assertion of clause 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 (ii) below, such Lessee’s Pro Rata Share of all claims, demands PureRay U.S. and liabilities of whatsoever nature, and all or, the Corporation shall be entitled to participate at their own expense in the case defence and, if PureRay U.S. and the Corporation so elect at any time after receipt of clause (ii) belowsuch notice, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch 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) any acts or omissions the employment of such Lessee pursuant to this Lease and counsel has been authorized by PureRay U.S. or the Corporation; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and PureRay U.S. or the Corporation and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify PureRay U.S. or the TrusteeCorporation, acting reasonably, that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee that are different from or in addition to those available to PureRay U.S. or 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 PureRay U.S. and the Corporation shall survive not have the termination right to assume the defence of such suit on behalf of the duties Trustee but shall be liable to pay the reasonable fees and expenses of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of counsel for the Trustee).

Indemnification of the Trustee. Each Lessee agrees (a) Without limitation on any other obligations of the Guarantor or remedies of the Trustee under this Amendment or the Guaranty, the Guarantor shall, to indemnify the fullest extent permitted by law, indemnify, defend and save and hold harmless the Trustee and the Trustee’s its officers, directors, employees, agents and employees against advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all orclaims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligation to be the legal, valid and binding obligations of the Guarantor enforceable against it in accordance with their terms; (b) The Guarantor hereby also agrees that none of the Indemnified Parties shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the case Guarantor or any of clause (ii) belowits Affiliates or any of their respective officers, such Lessee’s Pro Rata Share of all claimsdirectors, demands employees, agents and liabilities of whatsoever natureadvisors, and all orthe Guarantor hereby agrees not to assert any claim against any Indemnified Party on any theory of liability, in the case for special, indirect, consequential or punitive damages arising out of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, or otherwise relating to the Transaction Documents or in any way arising out of: (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing transactions contemplated by the Transaction Documents; (c) Without prejudice to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense survival of any actual of the other agreements of the Guarantor under this Amendment or threatened action, proceeding or claim; provided, howeverthe Guaranty, the Lessees shall have no duty to indemnify agreements and obligations of the TrusteeGuarantor contained in this Amendment and the Guaranty, or any other Indemnified Person pursuant to this Section 15.2, namely in Sections 2 and 3 of the Guaranty (with respect to the extent such claimpayment of all other amounts owed under the Indenture), 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 Section 8 and Section 13 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 be in addition to any other indemnities available to the Trustee and Guaranty shall survive the termination payment in full of the duties Guaranteed Obligations and all of the Lessees hereunder and the termination of other amounts payable under this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trusteeagreement.

Indemnification of the Trustee. Each Lessee agrees to indemnify and hold harmless 25 The Trust Deed contains provisions for the indemnification of the Trustee and the Trustee’s officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance for its relief from responsibility including from taking proceedings unless indemnified and/or secured and/or pre-funded of its obligations thereunder, satisfaction. The Trustee is entitled to enter into business transactions with the Issuer and any entity related to the Issuer without accounting for any profit. 26 None of the Trustee or any document pertaining to any of the foregoing Agents shall be responsible for the performance by the Issuer and any other person appointed by the Issuer in relation to which 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 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 the 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 a signatoryrequired or entitled by the terms of the Trust Deed, includingthe 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 action, proceedings, claims and demands to which it may be or become liable and all costs, charges, damages expenses (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees legal expenses) and other costs or expenses liabilities which may be incurred by it in connection therewith, and the Trustee shall not be responsible for any loss or liability incurred by 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 is seeking such directions or in the event that no such directions or certifications are received. The Trustee shall not be under any obligation to monitor compliance with the defense provisions of the Trust Deed, the Agency Agreement or these Conditions. 27 The Trustee may rely without liability to Securityholders on any report, confirmation or certificate or any opinion or advice of any actual or threatened actionaccountants, proceeding or claim; providedlawyers, howeverfinancial advisers, the Lessees shall have no duty to indemnify the Trustee, financial institution or any other Indemnified Person pursuant expert, whether or not addressed to this Section 15.2, to the extent such claim, demand, liability, cost it and whether their liability in relation thereto is limited (by its terms 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 any engagement letter relating thereto entered into by the Trustee or any other Indemnified Person subject person or in any other manner) by reference to the limitations hereofa monetary cap, methodology or otherwise. The indemnification provided for in this Section 15.2 Trustee may accept and shall be in addition entitled to rely on any other indemnities available to such report, confirmation, certificate, opinion or advice and such report, confirmation, certificate, opinion or advice shall be binding on the Issuer, the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the TrusteeSecurityholders.

Indemnification of the Trustee. Each Lessee agrees The Stockholders, on a joint and several basis, agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this voting trust agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s officers's legal counsel) which, directorswithout fraud, agents and employees negligence, 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 voting trust agreement, or any written or oral instructions delivered to the Trustee by CLC or a Stockholder pursuant hereto. In no case shall the Stockholders be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, negligence, willful misconduct or bad faith of an Indemnified Party and all orunless the Stockholders shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, in promptly after any of the case Indemnified Parties shall have received any such written assertion of clause a claim or shall have been served with a summon or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, the Stockholders shall be entitled to participate at their own expense in the case defense and, if the Stockholders so elect at any time after receipt of clause (ii) belowsuch notice, any of them may assume the defense of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch suit and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant counsel has been authorized by the Stockholders, such authorization not to this Lease and be unreasonably withheld; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which Stockholders and the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel acceptable to the extent such claim, demand, liability, cost Stockholders and that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee that are different from or in addition to those available to the Stockholders and that an actual or potential conflict of interests exists (in which case the Stockholders shall not have the right to assume the 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). Such indemnification shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the TrusteeTrustee and the termination of this voting trust agreement.

Indemnification of the Trustee. Each Lessee agrees The Stockholders, on a solidary basis, agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this voting trust agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s officers's legal counsel) which, directorswithout fraud, agents and employees negligence, willful misconduct or bad faith 162 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 voting trust agreement, or any written or oral instructions delivered to the Trustee by CLC or a Stockholder pursuant hereto. In no case shall the Stockholders be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, negligence, willful misconduct or bad faith of an Indemnified Party and all orunless the Stockholders shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, in promptly after any of the case Indemnified Parties shall have received any such written assertion of clause a claim or shall have been served with a summon or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, the Stockholders shall be entitled to participate at their own expense in the case defense and, if the Stockholders so elect at any time after receipt of clause (ii) belowsuch notice, any of them may assume the defense of any suit brought to enforce any such Lessee’s Pro Rata Share of all costs and expenses, relating claim. The Trustee shall have the right to or employ separate counsel in any way arising out ofsuch suit and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant counsel has been authorized by the Stockholders, such authorization not to this Lease and be unreasonably withheld; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which Stockholders and the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, been advised by counsel acceptable to the extent such claim, demand, liability, cost Stockholders and that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee that are different from or in addition to those available to the Stockholders and that an actual or potential conflict of interests exists (in which case the Stockholders shall not have the right to assume the 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). Such indemnification shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the TrusteeTrustee and the termination of this voting trust agreement.

Indemnification of the Trustee. Each Hertz, as a Lessee and as Guarantor, agrees to indemnify and hold harmless the Trustee and the Trustee’s officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such any Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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, the Lessees Hertz, as a Lessee or as Guarantor, shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.228, 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 28 shall be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.. 40 WEIL:\95390749\1\99910.6247

Indemnification of the Trustee. Each Lessee agrees Holdings and 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 officerslegal counsel) which, directorswithout fraud, agents negligence, 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 or its compliance with its duties set forth in this Agreement or any written or oral instruction delivered to the Trustee by Holdings or the Partnership pursuant hereto. In no case shall Holdings or the Partnership be liable under this indemnity unless Holdings and employees the Partnership shall be notified by the Trustee of the assertion of a claim or of any action commenced against the Indemnified Parties promptly after any of the Indemnified Parties shall have received a written assertion of such a claim. Holdings and all or, the Partnership shall be entitled to participate at their own expense in the case defence and, if Holdings and the Partnership so elect at any time after receipt of clause such notice, subject to (ii) below, either of them may assume the defence of any suit brought to enforce any such Lessee’s Pro Rata Share of all claims, demands claim. The Trustee shall have the right to employ separate counsel in any such suit and liabilities of whatsoever nature, and all or, participate in the case defence thereof, but the fees and expenses of clause (ii) below, such Lessee’s Pro Rata Share counsel shall be at the expense of all costs and expenses, relating to or in any way arising out ofthe Trustee unless: (i) any acts or omissions the employment of such Lessee pursuant counsel has been authorized by Holdings or the Partnership, such authorization not to this Lease and be unreasonably withheld; or (ii) the Trustee’s appointment under named parties to any such suit include both the Base Indenture Trustee and Holdings or the Partnership and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, the Lessees shall have no duty been advised by counsel acceptable to indemnify Holdings or the Trustee, Partnership that there may be one 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 be in addition to any other indemnities more legal defences available to the Trustee that are different from or in addition to those available to Holdings or 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 Holdings and 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 the duties of the Lessees hereunder this Agreement and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Each Lessee agrees to indemnify and hold harmless the Trustee and the Trustee’s officers, directors, agents and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, demands and liabilities of whatsoever nature, and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or 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 be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the Trustee.

Indemnification of the Trustee. Each Lessee The Trust hereby agrees to indemnify be primary obligor and shall indemnify, defend and hold harmless the CSC Delaware Trust Company, in its individual capacity and in its capacity as Trustee and any of the Trustee’s officers, directors, employees, affiliates and agents of the Trustee (the “Trustee Indemnified Persons”) from and employees against any and all orlosses, in the case of clause (ii) belowdamages, such Lessee’s Pro Rata Share of all liabilities, claims, demands and liabilities of whatsoever natureactions, and all orsuits, in the case of clause (ii) belowcosts, such Lessee’s Pro Rata Share of all costs and expenses, relating to or in any way arising out of: disbursements (i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited to any judgment, award, settlement, including reasonable attorneys’ legal fees and other costs or expenses incurred in connection with enforcement of its rights to indemnity hereunder and including the defense reasonable fees and expenses of counsel), taxes and penalties of any actual kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or threatened actionare 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, proceeding the creation, operation or claimtermination of the Trust or the transactions contemplated hereby; provided, however, that 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 Trust shall not be payable from the assets required to indemnify any Trustee Indemnified Person for any Expenses which are a result of the Lessorwillful misconduct, bad faith or gross negligence of a Trustee Indemnified Person. The provisions If the Trust shall have insufficient assets or improperly refuses to pay a Trustee Indemnified Person within sixty (60) days of this indemnity shall run directly to and be enforceable by a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or any other indemnify, defend and hold harmless a Trustee Indemnified Person subject 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 limitations hereof. The indemnification provided for in this Section 15.2 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 in addition to any other indemnities available to determined that the Trustee Indemnified Person is not entitled to be indemnified under this Amended and shall survive the termination Restated Declaration of the duties of the Lessees hereunder and the termination of this Lease or a document to which the Trustee is a signatory or the resignation or removal of the TrusteeTrust.