Common use of Indemnification of the Trustee Clause in Contracts

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

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

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

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

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

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

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

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

Indemnification of the Trustee. Fenix Shannon and Exchangeco solidarily SIL jointly and severally agree to indemnify and hold xxx xxxd harmless the Trustee Trustee, its partners, employees, agents, successors and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement assigns (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counselcounsel on a solicitor and his own client basis) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Fenix Shannon or Exchangeco SIL pursuant hereto. In no case shall Fenix or Exchangeco Shannon xx XXX be liable under this indemnity for any claim against claxx xxxxnst any of the Indemnified Parties unless Fenix Shannon and Exchangeco SIL shall be notified by the Trustee of the written wxxxxxx 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, Fenix Shannon and Exchangeco SIL shall be entitled to participate at their own expense xxx xxpense in the defence defense and, if Fenix and Exchangeco Shannon or SIL so elect at any time after receipt of such noticexxxxxx, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Fenix Shannon or ExchangecoSIL, such authorization not to be unreasonably withheldxxxxxxld; or (ii) the named parties to any such suit include both the Trustee and Fenix Shannon or Exchangeco SIL and the Trustee shall have been advised by counsel xxxxxxl acceptable to Fenix Shannon or Exchangeco SIL that there may be one or more legal defences available defensxx xxxxlable to the Trustee that are different from or in addition to those available to Fenix Shannon or Exchangeco SIL and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exxxxx (in which case Fenix Shannon and Exchangeco SIL shall not have the right to assume the defence of dexxxxx xf such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Fenix Merge and Exchangeco solidarily Matsub jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”” ) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Fenix Merge or Exchangeco Matsub pursuant hereto. In no case shall Fenix Merge or Exchangeco Matsub be liable under this indemnity for any claim against any of the Indemnified Parties unless Fenix Merge and Exchangeco Matsub 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, Fenix Merge and Exchangeco Matsub shall be entitled to participate at their own expense in the defence and, if Fenix Merge and Exchangeco Matsub 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 Fenix Merge or Exchangeco, such authorization not to be unreasonably withheldMatsub; or (ii) the named parties to any such suit include both the Trustee and Fenix Merge or Exchangeco Matsub and the Trustee shall have been advised by counsel acceptable to Fenix Merge or Exchangeco Matsub that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Fenix Merge or Exchangeco Matsub and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Fenix Merge and Exchangeco Matsub shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

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

Indemnification of the Trustee. Fenix Rational and Exchangeco solidarily Acquisition 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 trust agreement (collectively, the “"Indemnified Parties”") against all claims, losses, liabilities, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable fees and expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such the Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth out in this Agreementtrust agreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by Fenix Rational or Exchangeco Acquisition Sub pursuant heretoto this trust agreement. In no case shall Fenix or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Fenix The Trustee will notify Rational and Exchangeco shall be notified by the Trustee Acquisition Sub 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 has received any such written assertion of a claim or shall have has 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, Fenix Rational and Exchangeco shall Acquisition Sub will be entitled to participate at their own expense in the defence and, if Fenix Rational and Exchangeco Acquisition Sub so elect at any time after receipt of such the notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have has the right to employ separate counsel in any such suit and participate in the defence thereof, of the suit but the fees and expenses of such that counsel shall will be at the expense of the Trustee unless: (i) the employment of such that counsel has been authorized by Fenix Rational or ExchangecoAcquisition Sub, such which authorization will not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Fenix Rational or Exchangeco Acquisition Sub and the Trustee shall have has been advised by counsel acceptable to Fenix Rational or Exchangeco Acquisition Sub that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Fenix Rational or Exchangeco Acquisition Sub and that, in the judgment of such that counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Fenix Rational and Exchangeco shall Acquisition Sub will not have the right to assume the defence of such that suit on behalf of the Trustee but shall will be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall will survive the termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of the Trust.

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

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

Indemnification of the Trustee. Fenix WSI and Exchangeco solidarily CERI jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Fenix WSI or Exchangeco CERI pursuant hereto. In no case shall Fenix WSI or Exchangeco CERI be liable under this indemnity for any claim against any of the Indemnified Parties unless Fenix WSI and Exchangeco CERI 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, Fenix WSI and Exchangeco CERI shall be entitled to participate at their own expense in the defence and, if Fenix WSI and Exchangeco CERI 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 Fenix WSI or Exchangeco, such authorization not to be unreasonably withheldCERI; or (ii) the named parties to any such suit include both the Trustee and Fenix WSI or Exchangeco CERI and the Trustee shall have been advised by counsel acceptable to Fenix WSI or Exchangeco CERI that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Fenix WSI or Exchangeco CERI and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Fenix WSI and Exchangeco CERI shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Fenix Source and Exchangeco solidarily Cableshare jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement trust agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementtrust agreement, or any written or oral instruction instructions delivered to the Trustee by Fenix Source or Exchangeco Cableshare pursuant hereto. In no case shall Fenix Source or Exchangeco Cableshare be liable under this indemnity for any claim against any of the Indemnified Parties unless Fenix Source and Exchangeco Cableshare shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) ), below, Fenix Source and Exchangeco Cableshare shall be entitled to participate at their own expense in the defence and, if Fenix and Exchangeco Source or Cableshare 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, thereof but the fees and expenses of such counsel shall be at the expense of 17 18 the Trustee unless: (i) the employment of such counsel has been authorized by Fenix Source or Exchangeco, such authorization not to be unreasonably withheldCableshare; or (ii) the named parties to any such suit include both the Trustee and Fenix Source or Exchangeco Cableshare and the Trustee shall have been advised by counsel acceptable to Fenix Source or Exchangeco Cableshare that there may be one or more legal defences available to the Trustee that which are different from or in addition to those available to Fenix Source or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken Cableshare (in which case Fenix Source and Exchangeco Cableshare shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.9.2

Indemnification of the Trustee. Fenix Duke Energy and Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Fenix Duke Energy or Exchangeco pursuant hereto. In no case shall Fenix Duke Energy or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Fenix Duke Energy and Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Fenix Duke Energy and Exchangeco shall be entitled to participate at their own expense in the defence defense and, if Fenix Duke Energy and Exchangeco so elect at any time after receipt of such notice, either of them may -26- VOTING AND EXCHANGE TRUST AGREEMENT 164 assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Fenix Duke Energy or Exchangeco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Fenix Duke Energy or Exchangeco and the Trustee shall have been advised by counsel acceptable to Fenix Duke Energy or Exchangeco that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Fenix Duke Energy or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Fenix Duke Energy and Exchangeco shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Fenix Each of Enerplus and Exchangeco solidarily EELP jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and shareholders and each of its agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costscosts reasonably incurred, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, gross negligence or wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s '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 Fenix Enerplus or Exchangeco EELP pursuant hereto. In no case shall Fenix or Exchangeco be liable under this indemnity for any claim against If any of the Indemnified Parties unless Fenix intends to seek indemnification under this indemnity from Enerplus or EELP, the Indemnified Party shall give Enerplus and Exchangeco shall be notified by EELP notice of such claim for indemnification promptly following the Trustee receipt of the a written assertion of a claim claim, actual knowledge 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 factual and legal basis of any claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an Indemnified Party to so notify Enerplus and EELP (as set forth above) shall not relieve Enerplus or EELP of its indemnification obligations hereunder to the Indemnified Party, however the liability which Enerplus and EELP have to the Indemnified Party pursuant to the terms of this indemnity (and for which Enerplus and EELP will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which Enerplus and EELP has under this indemnity. Subject to (ii) below, Fenix Enerplus and Exchangeco EELP shall be entitled to participate at their own expense in the defence defense and, if Fenix Enerplus and Exchangeco EELP so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Fenix Enerplus or Exchangeco, such authorization not to be unreasonably withheldEELP; or (ii) the named parties to any such suit include both the Trustee and Fenix Enerplus or Exchangeco EELP and the Trustee shall have been advised by counsel acceptable to Fenix Enerplus or Exchangeco EELP that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Fenix Enerplus or Exchangeco EELP and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Fenix Enerplus and Exchangeco EELP shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

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

Indemnification of the Trustee. Fenix Each of Enerplus and Exchangeco solidarily FLP jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and shareholders and each of its agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costscosts reasonably incurred, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, gross negligence or wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s '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 Fenix Enerplus or Exchangeco FLP pursuant hereto. In no case shall Fenix or Exchangeco be liable under this indemnity for any claim against If any of the Indemnified Parties unless Fenix intends to seek indemnification under this indemnity from Enerplus or FLP, the Indemnified Party shall give Enerplus and Exchangeco shall be notified by FLP notice of such claim for indemnification promptly following the Trustee receipt of the a written assertion of a claim claim, actual knowledge 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 factual and legal basis of any claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an Indemnified Party to so notify Enerplus and FLP (as set forth above) shall not relieve Enerplus or FLP of its indemnification obligations hereunder to the Indemnified Party, however the liability which Enerplus and FLP have to the Indemnified Party pursuant to the terms of this indemnity (and for which Enerplus and FLP will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which Enerplus and FLP has under this indemnity. Subject to (ii) below, Fenix Enerplus and Exchangeco FLP shall be entitled to participate at their own expense in the defence defense and, if Fenix Enerplus and Exchangeco FLP so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Fenix Enerplus or Exchangeco, such authorization not to be unreasonably withheldFLP; or (ii) the named parties to any such suit include both the Trustee and Fenix Enerplus or Exchangeco FLP and the Trustee shall have been advised by counsel acceptable to Fenix Enerplus or Exchangeco FLP that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Fenix Enerplus or Exchangeco FLP and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Fenix Enerplus and Exchangeco FLP shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

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

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

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

Indemnification of the Trustee. Fenix Weyerhaeuser and Exchangeco solidarily Weysub jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees . officers and agents appointed and acting in accordance with this Agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Fenix Weyerhaeuser or Exchangeco Weysub pursuant hereto. In no case shall Fenix Weyerhaeuser or Exchangeco Weysub be liable under this indemnity for any claim against any of the Indemnified Parties unless Fenix Weyerhaeuser and Exchangeco Weysub 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, Fenix Weyerhaeuser and Exchangeco Weysub shall be entitled to participate at their own expense in the defence and, if Fenix Weyerhaeuser and Exchangeco Weysub 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 Fenix Weyerhaeuser or Exchangeco, such authorization not to be unreasonably withheldWeysub; or (ii) the named parties to any such suit include both the Trustee and Fenix Weyerhaeuser or Exchangeco Weysub and the Trustee shall have been advised by counsel acceptable to Fenix Weyerhaeuser or Exchangeco Weysub that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Fenix Weyerhaeuser or Exchangeco Weysub and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Fenix Weyerhaeuser and Exchangeco Weysub shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

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

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

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

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

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

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

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

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

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

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

Indemnification of the Trustee. Fenix Pure and Pure Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Fenix Pure or Pure Exchangeco pursuant hereto. In no case shall Fenix Pure or Pure Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Fenix Pure and Pure Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, Parties promptly after any of the Indemnified Parties shall have received any such 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, Fenix . Pure and Pure Exchangeco shall be entitled to participate at their own expense in the defence and, if Fenix Pure and Pure Exchangeco 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 Fenix Pure or Pure Exchangeco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Fenix Pure or Pure Exchangeco and the Trustee shall have been advised by counsel acceptable to Fenix Pure or Pure Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Fenix Pure or Pure 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 Fenix Pure and Pure Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Fenix Newco and Exchangeco solidarily CN jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement trust agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementtrust agreement, or any written or oral instruction delivered to the Trustee by Fenix Newco or Exchangeco CN pursuant hereto. In no case shall Fenix Newco or Exchangeco CN be liable under this indemnity for any claim against any of the Indemnified Parties unless Fenix Newco and Exchangeco CN 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, Fenix Newco and Exchangeco CN shall be entitled to participate at their own expense in the defence and, if Fenix Newco and Exchangeco CN 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, 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 Fenix Newco or Exchangeco, such authorization not to be unreasonably withheldCN; or (ii) the named parties to any such suit include both the Trustee and Fenix Newco or Exchangeco CN and the Trustee shall have been advised by counsel acceptable to Fenix Newco or Exchangeco CN that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Fenix Newco or Exchangeco CN and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Fenix Newco and Exchangeco CN shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

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

Indemnification of the Trustee. Fenix Redback and Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Fenix Redback or Exchangeco pursuant hereto. In no case shall Fenix Redback or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Fenix Redback and Exchangeco shall be are notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, Parties promptly after any of the Indemnified Parties shall have has 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, Fenix Redback and Exchangeco shall be entitled to participate at their own expense in the defence and, if Fenix Redback and Exchangeco 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 Fenix Redback or Exchangeco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Fenix Redback or Exchangeco and the Trustee shall have been advised by counsel acceptable to Fenix Redback or Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Fenix Redback 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 Fenix Redback and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

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

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

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

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

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

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

Indemnification of the Trustee. Fenix Pixelworks and Exchangeco solidarily the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Partyparty, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its it duties set forth in this Agreement, agreement or any written or oral instruction delivered to the Trustee by Fenix Pixelworks or Exchangeco the Corporation pursuant hereto. In no case shall Fenix will Pixelworks or Exchangeco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Fenix Pixelworks and Exchangeco shall be the Corporation are 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 has received any such written assertion of a claim or shall have has 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, Fenix Pixelworks and Exchangeco shall the Corporation will be entitled to participate at their own expense in the defence and, if Fenix Pixelworks and Exchangeco the Corporation 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 will have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall will be at the expense of the Trustee unless: unless (i) the employment of such counsel has been authorized by Fenix Pixelworks or Exchangecothe Corporation, such authorization not to be unreasonably withheld; withheld or (ii) the named parties to any such suit include both the Trustee and Fenix Pixelworks or Exchangeco the Corporation and the Trustee shall have has been advised by counsel acceptable to Fenix Pixelworks or Exchangeco the Corporation that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Fenix Pixelworks or Exchangeco the Corporation and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Fenix Pixelworks and Exchangeco shall the Corporation will not have the right to assume the defence of such suit on behalf of the Trustee but shall will be liable to pay the reasonable fees and expenses of counsel for the Trustee). This The indemnity shall in this section 8.1 will survive the termination of this Agreement and agreement or the resignation or removal of the Trustee.

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

Indemnification of the Trustee. Fenix The Parent and Exchangeco the Corporation solidarily agree to indemnify indemnity and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement trust agreement (collectively, the “"Indemnified Parties”") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee’s acceptance or 's administration of the TrustTrust Estate, its compliance with its duties set forth in this Agreementtrust agreement, or any written or oral instruction instructions delivered to the Trustee by Fenix the Parent or Exchangeco the Corporation pursuant hereto. In no case shall Fenix the Parent or Exchangeco 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 unless Fenix the Parent and Exchangeco the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) 0, below, Fenix the Parent and Exchangeco the Corporation shall be entitled to participate at their own expense in the defence defense and, if Fenix and Exchangeco the Parent or the Corporation so elect at any time after receipt of such notice, either any of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (ia) the employment of such counsel has been authorized by Fenix the Parent or Exchangecothe Corporation, such authorization not to be unreasonably withheld; or (iib) the named parties to any such suit include both the Trustee and Fenix the Parent or Exchangeco the Corporation and the Trustee shall have been advised by counsel acceptable to Fenix the Parent or Exchangeco the Corporation that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Fenix the Parent or Exchangeco the Corporation and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case Fenix the Parent and Exchangeco the Corporation shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity Such indemnification shall survive the termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of this trust agreement.

Indemnification of the Trustee. Fenix WSI and Exchangeco solidarily CERI jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Fenix WSI or Exchangeco CERI pursuant hereto. In no case shall Fenix WSI or Exchangeco CERI be liable under this indemnity for any claim against any of the Indemnified Parties unless Fenix WSI and Exchangeco CERI 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, Fenix WSI and Exchangeco CERI shall be entitled to participate at their own expense in the defence and, if Fenix WSI and Exchangeco CERI 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 Fenix WSI or Exchangeco, such authorization not to be unreasonably withheldCERI; or (ii) the named parties to any such suit include both the Trustee and Fenix WSI or Exchangeco CERI and the Trustee shall have been advised by counsel acceptable to Fenix WSI or Exchangeco CERI that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Fenix WSI or Exchangeco CERI and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Fenix WSI and Exchangeco CERI shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

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

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

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

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

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

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

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

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

Indemnification of the Trustee. Fenix Bowater, Bowater Holdings and Exchangeco solidarily Bowater Canada jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement trust agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or D-16 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 Agreementtrust agreement, or any written or oral instruction delivered to the Trustee by Fenix Bowater, Bowater Holdings or Exchangeco Bowater Canada pursuant hereto. In no case shall Fenix Bowater, Bowater Holdings or Exchangeco Bowater Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless Fenix Bowater, Bowater Holdings and Exchangeco Bowater Canada shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Fenix Bowater, Bowater Holdings and Exchangeco Bowater Canada shall be entitled to participate at their own expense in the defence and, if Fenix Bowater, Bowater Holdings and Exchangeco Bowater Canada so elect at any time after receipt of such notice, either any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Fenix Bowater, Bowater Holdings or Exchangeco, such authorization not to be unreasonably withheldBowater Canada; or (ii) the named parties to any such suit include both the Trustee and Fenix Bowater, Bowater Holdings or Exchangeco Bowater Canada and the Trustee shall have been advised by counsel acceptable to Fenix Bowater, Bowater Holdings or Exchangeco Bowater Canada that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Fenix Bowater, Bowater Holdings or Exchangeco Bowater 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 Fenix Bowater, Bowater Holdings and Exchangeco Bowater Canada shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

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

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

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

Indemnification of the Trustee. Fenix Newco and Exchangeco solidarily CN jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement trust agreement (collectively, the “``Indemnified Parties”'') against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreementtrust agreement, or any written or oral instruction delivered to the Trustee by Fenix Newco or Exchangeco CN pursuant hereto. In no case shall Fenix Newco or Exchangeco CN be liable under this indemnity for any claim against any of the Indemnified Parties unless Fenix Newco and Exchangeco CN 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, Fenix Newco and Exchangeco CN shall be entitled to participate at their own expense in the defence and, if Fenix Newco and Exchangeco CN 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, 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 Fenix Newco or Exchangeco, such authorization not to be unreasonably withheldCN; or (ii) the named parties to any such suit include both the Trustee and Fenix Newco or Exchangeco CN and the Trustee shall have been advised by counsel acceptable to Fenix Newco or Exchangeco CN that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Fenix Newco or Exchangeco CN and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Fenix Newco and Exchangeco CN shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

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

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

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

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