Common use of Indemnification of the Trustee Clause in Contracts

Indemnification of the Trustee. NOI and 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 (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreement, or any written or oral instructions delivered to the Trustee by NOI or Dreco pursuant hereto. In no case shall NOI or Dreco be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI and 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 (i) below, NOI and Dreco shall be entitled to participate at their own expense in the defense and, if NOI or Dreco so elect at any time after receipt of such notice, either of them may assume the 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 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 NOI or Dreco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NOI or Dreco and the Trustee shall have been advised by counsel acceptable to NOI or Dreco that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI or Dreco and that an actual or potential conflict of interest exists (in which case NOI and Dreco shall not have the right to assume the defense of such suit on behalf of the Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).

Indemnification of the Trustee. NOI Pure and Dreco Pure Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this agreement Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, negligence, willful 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 instructions instruction delivered to the Trustee by NOI Pure or Dreco Pure Exchangeco pursuant hereto. In no case shall NOI Pure or Dreco Pure Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Pure and Dreco 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 (iii) below, NOI . Pure and Dreco Pure Exchangeco shall be entitled to participate at their own expense in the defense defence and, if NOI or Dreco Pure and Pure Exchangeco so elect at any time after receipt of such notice, either of them may assume the defense 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 defense 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 NOI Pure or Dreco, such authorization not to be unreasonably withheldPure Exchangeco; or (ii) the named parties to any such suit include both the Trustee and NOI Pure or Dreco Pure Exchangeco and the Trustee shall have been advised by counsel acceptable to NOI Pure or Dreco Pure Exchangeco that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI Pure or Dreco Pure Exchangeco and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Pure and Dreco Pure Exchangeco shall not have the right to assume the defense defence 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. NOI Shannon and Dreco 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, 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, 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 acceptance or administration of the Trust, its compliance with its duties set forth in this agreementAgreement, or any written or oral instructions delivered to the Trustee by NOI Shannon or Dreco SIL pursuant hereto. In no case shall NOI or Dreco Shannon xx XXX be liable under this indemnity for any claim against claxx xxxxnst any of the Indemnified Parties unless NOI Shannon and Dreco 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 (i) ii), below, NOI Shannon and Dreco SIL shall be entitled to participate at their own expense xxx xxpense in the defense and, if NOI Shannon or Dreco SIL so elect at any time after receipt of such noticexxxxxx, either of them may assume the 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 defense 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 NOI Shannon or DrecoSIL, such authorization not to be unreasonably withheldxxxxxxld; or (ii) the named parties to any such suit include both the Trustee and NOI Shannon or Dreco SIL and the Trustee shall have been advised by counsel xxxxxxl acceptable to NOI Shannon or Dreco SIL that there may be one or more legal defenses available defensxx xxxxlable to the Trustee that are different from or in addition to those available to NOI Shannon or Dreco SIL and that an actual or potential conflict of interest exists exxxxx (in which case NOI Shannon and Dreco SIL shall not have the right to assume the defense of dexxxxx xf such suit on behalf of the Trustee, Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).

Indemnification of the Trustee. NOI Merge and Dreco 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 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, willful 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 instructions instruction delivered to the Trustee by NOI Merge or Dreco Matsub pursuant hereto. In no case shall NOI Merge or Dreco Matsub be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Merge and Dreco 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 (iii) below, NOI Merge and Dreco Matsub shall be entitled to participate at their own expense in the defense defence and, if NOI or Dreco Merge and Matsub so elect at any time after receipt of such notice, either of them may assume the defense 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 defense 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 NOI Merge or Dreco, such authorization not to be unreasonably withheldMatsub; or (ii) the named parties to any such suit include both the Trustee and NOI Merge or Dreco Matsub and the Trustee shall have been advised by counsel acceptable to NOI Merge or Dreco Matsub that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI Merge or Dreco Matsub and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Merge and Dreco Matsub shall not have the right to assume the defense defence 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. NOI Each of Enerplus and Dreco 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 Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costscosts reasonably incurred, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful 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 of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreementAgreement, or any written or oral instructions instruction delivered to the Trustee by NOI Enerplus or Dreco FLP pursuant hereto. In no case shall NOI or Dreco be liable under this indemnity for any claim against If any of the Indemnified Parties unless NOI intends to seek indemnification under this indemnity from Enerplus or FLP, the Indemnified Party shall give Enerplus and Dreco 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 (iii) below, NOI Enerplus and Dreco FLP shall be entitled to participate at their own expense in the defense and, if NOI or Dreco Enerplus and FLP so elect at any time after receipt of such notice, either of them may assume the 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 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 NOI Enerplus or Dreco, such authorization not to be unreasonably withheldFLP; or (ii) the named parties to any such suit include both the Trustee and NOI Enerplus or Dreco FLP and the Trustee shall have been advised by counsel acceptable to NOI Enerplus or Dreco FLP that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI Enerplus or Dreco FLP and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Enerplus and Dreco FLP shall not have the right to assume the 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. NOI TSA and Dreco jointly and severally agree to TSA Exchangeco shall 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, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) Losses which, without fraud, negligence, recklessness, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreementAgreement, or its compliance with, any written or oral instructions delivered to the Trustee by NOI TSA or Dreco its Affiliates pursuant hereto. In no case shall NOI or Dreco TSA and its Affiliates be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI TSA and Dreco 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 (i) ii), below, NOI TSA and Dreco TSA Exchangeco shall be entitled to participate at their own expense in the defense and, if NOI or Dreco TSA and TSA Exchangeco so elect at any time after receipt of such notice, either of them they may assume the 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 defense 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 NOI or DrecoTSA and TSA Exchangeco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NOI TSA or Dreco TSA Exchangeco or other TSA Affiliates and the Trustee shall have been advised by counsel acceptable to NOI or Dreco TSA and TSA Exchangeco that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI TSA or Dreco its Affiliates and that an actual or potential conflict of interest exists (in which case NOI TSA and Dreco TSA Exchangeco shall not have the right to assume the 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).

Indemnification of the Trustee. NOI NPS and Dreco NPS - Allelix Inc. jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this agreement Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful 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 agreementAgreement, or any written or oral instructions instruction delivered to the Trustee by NOI NPS or Dreco NPS - Allelix Inc. pursuant hereto. In no case shall NOI NPS or Dreco NPS - Allelix Inc. be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI NPS and Dreco NPS - Allelix Inc. 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, NOI NPS and Dreco NPS - Allelix Inc. shall be entitled to participate at their own expense in the defense defence and, if NOI or Dreco NPS and NPS - Allelix Inc. so elect at any time after receipt of such notice, either of them may assume the defense 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 defense 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 NOI NPS or Dreco, such authorization not to be unreasonably withheldNPS - Allelix Inc.; or (ii) the named parties to any such suit include both the Trustee and NOI NPS or Dreco NPS - Allelix Inc. and the Trustee shall have been advised by counsel acceptable to NOI NPS or Dreco NPS - Allelix Inc. that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI NPS or Dreco NPS - Allelix Inc. and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI NPS and Dreco NPS - Allelix Inc. shall not have the right to assume the defense defence 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. NOI Shire and Dreco 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 trust agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, willful 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 trust agreement, or any written or oral instructions instruction delivered to the Trustee by NOI Shire or Dreco ExchangeCo pursuant hereto. In no case shall NOI Shire or Dreco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Shire and Dreco 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 (iii) below, NOI Shire and Dreco ExchangeCo shall be entitled to participate at their own expense in the defense defence and, if NOI or Dreco Shire and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defense 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 defense thereof, 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 NOI Shire or Dreco, such authorization not to be unreasonably withheldExchangeCo; or (ii) the named parties to any such suit include both the Trustee and NOI Shire or Dreco ExchangeCo and the Trustee shall have been advised by counsel acceptable to NOI Shire or Dreco ExchangeCo that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI Shire or Dreco ExchangeCo and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Shire and Dreco ExchangeCo shall not have the right to assume the defense defence 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). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of the trust agreement.

Indemnification of the Trustee. NOI Parent and Dreco Purchaser jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this agreement 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, willful 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 instructions instruction delivered to the Trustee by NOI Parent or Dreco Purchaser pursuant hereto. In no case Parent or Purchaser shall NOI or Dreco not be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Parent and Dreco Purchaser shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim, but Parent and Purchaser shall not be liable only to the extent that a delay in such notification by the Trustee prejudices the claim. Subject to (iii) below, NOI Parent and Dreco Purchaser shall be entitled to participate at their own expense in the defense and, if NOI or Dreco Parent and Purchaser so elect at any time after receipt of such notice, either of them may assume the 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 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 NOI Parent or Dreco, such authorization not to be unreasonably withheldPurchaser; or (ii) the named parties to any such suit include both the Trustee and NOI Parent or Dreco Purchaser and the Trustee shall have been advised by counsel acceptable to NOI Parent or Dreco Purchaser that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI Parent or Dreco Purchaser and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Parent and Dreco Purchaser shall not have the right to assume the 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. NOI and Dreco jointly and severally agree to AOI will 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, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreement, Agreement or any written or oral instructions delivered to the Trustee by NOI or Dreco AOI pursuant hereto. In no case shall NOI or Dreco will AOI be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI and Dreco shall be AOI is 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 have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (i) below, NOI and Dreco shall AOI will be entitled to participate at their own expense in the defense and, if NOI or Dreco AOI so elect elects at any time after receipt of such notice, either of them may assume the 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 defense thereof, thereof but the fees and expenses of such counsel shall will be at the expense of the Trustee unless: : (ia) the employment of such counsel has been authorized by NOI or DrecoAOI, such authorization not to be unreasonably withheld; or or (iib) the named parties to any such suit include both the Trustee and NOI or Dreco AOI, and the Trustee shall have has been advised by counsel acceptable to NOI or Dreco AOI that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI or Dreco AOI and that an actual or potential conflict of interest exists (in which case NOI and Dreco shall AOI will not have the right to assume the 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).

Indemnification of the Trustee. NOI Redback and Dreco Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this agreement Agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, willful 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 agreementAgreement, or any written or oral instructions instruction delivered to the Trustee by NOI Redback or Dreco Exchangeco pursuant hereto. In no case shall NOI Redback or Dreco Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Redback and Dreco shall be Exchangeco 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 (iii) below, NOI Redback and Dreco Exchangeco shall be entitled to participate at their own expense in the defense defence and, if NOI or Dreco Redback and Exchangeco so elect at any time after receipt of such notice, either of them may assume the defense 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 defense 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 NOI Redback or Dreco, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and NOI Redback or Dreco Exchangeco and the Trustee shall have been advised by counsel acceptable to NOI Redback or Dreco Exchangeco that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI Redback or Dreco Exchangeco and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Redback and Dreco Exchangeco shall not have the right to assume the defense defence 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. NOI PASW and Dreco 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, 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, 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 ’s acceptance or administration of the Trust, its compliance with its duties set forth in this agreement, or any written or oral instructions delivered to the Trustee by NOI PASW or Dreco Corporation pursuant hereto. In no case shall NOI PASW or Dreco Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI PASW and Dreco 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 (i) b), below, NOI PASW and Dreco Corporation shall be entitled to participate at their own expense in the defense and, if NOI PASW or Dreco Corporation so elect at any time after receipt of such notice, either of them may assume the 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 defense thereof, 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 NOI PASW or DrecoCorporation, such authorization not to be unreasonably withheld; , or (iib) the named parties to any such suit include both the Trustee and NOI PASW or Dreco Corporation and the Trustee shall have been advised by counsel acceptable to NOI PASW or Dreco Corporation that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI PASW or Dreco Corporation and that an actual or potential conflict of interest exists (in which case NOI PASW and Dreco Corporation shall not have the right to assume the 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).

Indemnification of the Trustee. NOI and Dreco jointly and severally The Stockholders, on a solidary basis, agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this voting trust agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful misconduct or bad faith 162 on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this voting trust agreement, or any written or oral instructions delivered to the Trustee by NOI CLC or Dreco a Stockholder pursuant hereto. In no case shall NOI or Dreco the Stockholders be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, negligence, willful misconduct or bad faith of an Indemnified Party and unless NOI and Dreco the Stockholders 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 summon or other first legal process giving information as to the nature and basis of the claim. Subject to (iii) below, NOI and Dreco the Stockholders shall be entitled to participate at their own expense in the defense and, if NOI or Dreco the Stockholders so elect at any time after receipt of such notice, either any of them may assume the 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 defense 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 NOI or Drecothe Stockholders, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NOI or Dreco the Stockholders and the Trustee shall have been advised by counsel acceptable to NOI or Dreco the Stockholders and that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI or Dreco the Stockholders and that an actual or potential conflict of interest interests exists (in which case NOI and Dreco the Stockholders shall not have the right to assume the 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). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this voting trust agreement.

Indemnification of the Trustee. NOI The Parent and Dreco jointly and severally 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 trust agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful 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 TrustTrust Estate, its compliance with its duties set forth in this trust agreement, or any written or oral instructions delivered to the Trustee by NOI the Parent or Dreco the Corporation pursuant hereto. In no case shall NOI the Parent or Dreco 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 NOI the Parent and Dreco 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 (i) 0, below, NOI the Parent and Dreco the Corporation shall be entitled to participate at their own expense in the defense and, if NOI the Parent or Dreco the Corporation so elect at any time after receipt of such notice, either any of them may assume the 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 defense thereof, 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 NOI the Parent or Drecothe Corporation, such authorization not to be unreasonably withheld; or (iib) the named parties to any such suit include both the Trustee and NOI the Parent or Dreco the Corporation and the Trustee shall have been advised by counsel acceptable to NOI the Parent or Dreco the Corporation that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI the Parent or Dreco the Corporation and that an actual or potential conflict of interest exists (in which case NOI the Parent and Dreco the Corporation shall not have the right to assume the 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). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this trust agreement.

Indemnification of the Trustee. NOI Weyerhaeuser and Dreco 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 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, willful 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 agreementAgreement, or any written or oral instructions instruction delivered to the Trustee by NOI Weyerhaeuser or Dreco Weysub pursuant hereto. In no case shall NOI Weyerhaeuser or Dreco Weysub be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Weyerhaeuser and Dreco 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 (iii) below, NOI Weyerhaeuser and Dreco Weysub shall be entitled to participate at their own expense in the defense defence and, if NOI or Dreco Weyerhaeuser and Weysub so elect at any time after receipt of such notice, either of them may assume the defense 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 defense 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 NOI Weyerhaeuser or Dreco, such authorization not to be unreasonably withheldWeysub; or (ii) the named parties to any such suit include both the Trustee and NOI Weyerhaeuser or Dreco Weysub and the Trustee shall have been advised by counsel acceptable to NOI Weyerhaeuser or Dreco Weysub that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI Weyerhaeuser or Dreco Weysub and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Weyerhaeuser and Dreco Weysub shall not have the right to assume the defense defence 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).

Indemnification of the Trustee. NOI USCo, CallCo and Dreco 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 legal counsel) which, without fraud, gross negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreementAgreement, or any written or oral instructions instruction delivered to the Trustee by NOI USCo, CallCo or Dreco AcquisitionCo pursuant hereto. In no case The Trustee shall NOI or Dreco be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI notify USCo, CallCo and Dreco 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 (iii) below, NOI USCo, CallCo and Dreco AcquisitionCo shall be entitled to participate at their own expense in the defense and, if NOI or Dreco USCo, CallCo and AcquisitionCo so elect at any time after receipt of such notice, either any of them may assume the 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 defense 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 NOI USCo, CallCo or Dreco, such authorization not to be unreasonably withheldAcquisitionCo; or or (ii) the named parties to any such suit include both the Trustee and NOI USCo, CallCo or Dreco AcquisitionCo and the Trustee shall have been advised by counsel acceptable to NOI USCo, CallCo or Dreco AcquisitionCo that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI USCo, CallCo or Dreco AcquisitionCo and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI USCo, CallCo and Dreco AcquisitionCo shall not have the right to assume the 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. NOI CCo and Dreco 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 (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreement, or any written or oral instructions delivered to the Trustee by NOI CCo or Dreco CCo Sub pursuant hereto. In no case shall NOI CCo or Dreco CCo Sub be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI CCo and Dreco 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 (iii) below, NOI CCo and Dreco CCo Sub shall be entitled to participate at their own expense in the defense and, if NOI CCo or Dreco CCo Sub so elect at any time after receipt of such notice, either of them may assume the 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 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 NOI CCo or DrecoCCo Sub, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NOI CCo or Dreco CCo Sub and the Trustee shall have been advised by counsel acceptable to NOI CCo or Dreco CCo Sub that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI CCo or Dreco CCo Sub and that an actual or potential conflict of interest exists (in which case NOI CCo and Dreco CCo Sub shall not have the right to assume the defense of such suit on behalf of the Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the resignation or removal of the Trustee and the termination of the trust.

Indemnification of the Trustee. NOI The Parent and Dreco 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 trust agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, willful wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreement, or any written or oral instructions delivered to the Trustee by NOI the Parent or Dreco the Corporation pursuant hereto. In no case shall NOI the Parent or Dreco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, 45 -45- gross negligence, wilful misconduct or bad faith of an Indemnified Party and unless NOI the Parent and Dreco 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 (i) ii), below, NOI the Parent and Dreco the Corporation shall be entitled to participate at their own expense in the defense and, if NOI the Parent or Dreco the Corporation so elect at any time after receipt of such notice, either any of them may assume the 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 defense 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 NOI the Parent or Drecothe Corporation, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NOI the Parent or Dreco the Corporation and the Trustee shall have been advised by counsel acceptable to NOI the Parent or Dreco the Corporation that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI the Parent or Dreco the Corporation and that an actual or potential conflict of interest exists (in which case NOI the Parent and Dreco the Corporation shall not have the right to assume the 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). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this trust agreement.

Indemnification of the Trustee. NOI The Bond Trust Deed and Dreco jointly the Deed of Charge contain provisions governing the responsibility (and severally agree to indemnify and hold harmless relief from responsibility) of the Trustee and each of for its directorsindemnification in certain circumstances, officersincluding provisions relieving it from taking enforcement proceedings unless indemnified and/or secured to its satisfaction and for its relief from responsibility for the validity, employees sufficiency and agents appointed and acting in accordance with this agreement enforceability (collectively, which the "Indemnified Parties"Trustee has not investigated) against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful misconduct or bad faith on Security created over the part charged property. The Bond Trust Deed and the Deed of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreement, or any written or oral instructions delivered to the Trustee by NOI or Dreco pursuant hereto. In no case shall NOI or Dreco be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI and Dreco shall be notified by Charge also relieve the Trustee of liability for, among other things, not having made or not having caused to be made on its behalf the written assertion searches, registrations, investigations and enquiries which a prudent chargee would normally have been likely to make in entering into the Deed of a claim or of Charge. To the extent that the Trustee is instructed to take any action commenced against pursuant to an Extraordinary Resolution of Bondholders, and any such action requires the Indemnified Partiesdetermination of whether an event or occurrence has had a Material Adverse Effect, promptly after any of the Indemnified Parties Trustee shall have received any such written assertion of a claim no duty to enquire or shall have been served with a summons or other first legal process giving information satisfy itself as to the nature and basis existence of the claim. Subject to (i) belowan event or occurrence having a Material Adverse Effect, NOI and Dreco shall be entitled to participate at their own expense in rely conclusively upon such Extraordinary Resolution of the defense and, if NOI or Dreco so elect at any time after receipt of such notice, either of them may assume Bondholders regarding the defense same and shall bear no liability of any suit brought nature whatsoever to enforce any person for acting upon such claimExtraordinary Resolution of the Bondholders. The Trustee shall have and any affiliate are entitled to enter into business transactions with the right Issuer and each other party to employ separate counsel in the Transaction Documents or any such suit and participate in of their subsidiaries, holding or associated companies without accounting to the defense thereofBondholders for profit resulting therefrom. The Trustee will not be obliged to supervise the performance by the Issuer, but the fees and expenses Servicer, Toshiba or any other person of such counsel shall be at their obligations under the expense of the Trustee unless: (i) the employment of such counsel has been authorized by NOI or Dreco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NOI or Dreco Transaction Documents and the Trustee shall have been advised by counsel acceptable to NOI or Dreco that there may be one or more legal defenses available will assume, until it has actual knowledge to the Trustee contrary, that all such persons are different from or in addition to those available to NOI or Dreco and that an actual or potential conflict of interest exists (in which case NOI and Dreco shall not have the right to assume the defense of such suit on behalf of the Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee)properly performing their duties.

Indemnification of the Trustee. NOI JAG and Dreco 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 (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreement, or any written or oral instructions delivered to the Trustee by NOI JAG or Dreco ExchangeCo pursuant hereto. In no case shall NOI JAG or Dreco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI JAG and Dreco 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 (iii) below, NOI JAG and Dreco ExchangeCo shall be entitled to participate at their own expense in the defense and, if NOI JAG or Dreco ExchangeCo so elect at any time after receipt of such notice, either of them may assume the 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 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 NOI JAG or DrecoExchangeCo, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NOI JAG or Dreco ExchangeCo and the Trustee shall have been advised by counsel acceptable to NOI JAG or Dreco ExchangeCo that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI JAG or Dreco ExchangeCo and that an actual or potential conflict of interest exists (in which case NOI JAG and Dreco ExchangeCo shall not have the right to assume the defense of such suit on behalf of the Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the resignation or removal of the Trustee and the termination of the trust.

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

Indemnification of the Trustee. NOI The Stockholders, on a joint and Dreco jointly and severally several basis, agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this voting trust agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this voting trust agreement, or any written or oral instructions delivered to the Trustee by NOI CLC or Dreco a Stockholder pursuant hereto. In no case shall NOI or Dreco the Stockholders be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, negligence, willful misconduct or bad faith of an Indemnified Party and unless NOI and Dreco the Stockholders 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 summon or other first legal process giving information as to the nature and basis of the claim. Subject to (iii) below, NOI and Dreco the Stockholders shall be entitled to participate at their own expense in the defense and, if NOI or Dreco the Stockholders so elect at any time after receipt of such notice, either any of them may assume the 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 defense 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 NOI or Drecothe Stockholders, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NOI or Dreco the Stockholders and the Trustee shall have been advised by counsel acceptable to NOI or Dreco the Stockholders and that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI or Dreco the Stockholders and that an actual or potential conflict of interest interests exists (in which case NOI and Dreco the Stockholders shall not have the right to assume the 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). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this voting trust agreement.

Indemnification of the Trustee. NOI Rational and Dreco 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 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 legal counsel) which, without fraud, negligence, willful 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 of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth out in this trust agreement, or any written or oral instructions instruction (to be confirmed in writing) delivered to the Trustee by NOI Rational or Dreco Acquisition Sub pursuant heretoto this trust agreement. In no case shall NOI or Dreco be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI The Trustee will notify Rational and Dreco 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 (iii) below, NOI Rational and Dreco shall Acquisition Sub will be entitled to participate at their own expense in the defense defence and, if NOI or Dreco Rational and Acquisition Sub so elect at any time after receipt of such the notice, either of them may assume the defense 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 defense thereof, defence 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 NOI Rational or DrecoAcquisition Sub, such which authorization will not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NOI Rational or Dreco Acquisition Sub and the Trustee shall have has been advised by counsel acceptable to NOI Rational or Dreco Acquisition Sub that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI Rational or Dreco Acquisition Sub and that, in the judgment of that an actual or potential counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Rational and Dreco shall Acquisition Sub will not have the right to assume the defense defence of such that 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 will survive the resignation or removal of the Trustee and the termination of the Trust.

Indemnification of the Trustee. NOI IBM and Dreco 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 trust agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreement, or any written or oral instructions delivered to the Trustee by NOI IBM or Dreco the Corporation pursuant hereto. In no case shall NOI IBM or Dreco 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 NOI IBM and Dreco 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 (i) ii), below, NOI IBM and Dreco the Corporation shall be entitled to participate at their own expense in the defense and, if NOI IBM or Dreco the Corporation so elect at any time after receipt of such notice, either any of them may assume the 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 defense 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 NOI IBM or Drecothe Corporation, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NOI IBM or Dreco the Corporation and the Trustee shall have been advised by counsel acceptable to NOI IBM or Dreco the Corporation that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI IBM or Dreco the Corporation and that an actual or potential conflict of interest exists (in which case NOI IBM and Dreco the Corporation shall not have the right to assume the defense of such suit on behalf of the Trustee, Trustee but shall be liable to pay the reasonable fees and expenses of one counsel for the Trustee). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this trust agreement.

Indemnification of the Trustee. NOI Orbital and Dreco 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, collectively the "Indemnified Parties") against all claims, losses, damages, costs, taxes (other than income taxes imposed on the Trustee), penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful 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 agreementAgreement, or any written or oral instructions delivered to the Trustee by NOI Orbital or Dreco the Corporation pursuant hereto. In no case shall NOI Orbital or Dreco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Orbital and Dreco 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 (i) ii), below, NOI Orbital and Dreco the Corporation shall be entitled to participate at their own expense in the defense and, if NOI Orbital or Dreco the Corporation so elect at any time after receipt of such notice, either of them may assume the defense 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 defense thereof, 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 NOI Orbital or Dreco, such authorization not to be unreasonably withheldthe Corporation; or (ii) the named parties to any such suit include both the Trustee and NOI Orbital or Dreco the Corporation and the Trustee shall have been advised by counsel acceptable to NOI Orbital or Dreco the Corporation that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI Orbital or Dreco the Corporation and that an actual or potential conflict of interest exists (in which case NOI Orbital and Dreco the Corporation shall not have the right to assume the defense defence of such suit on behalf of the Trustee, Trustee but shall be liable to pay the reasonable fees and expenses of 33 - 33 - counsel for the Trustee). The indemnifications set forth in this Agreement shall survive the termination hereof.

Indemnification of the Trustee. NOI WSI and Dreco 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 Agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, willful 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 agreementAgreement, or any written or oral instructions instruction delivered to the Trustee by NOI WSI or Dreco CERI pursuant hereto. In no case shall NOI WSI or Dreco CERI be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI WSI and Dreco 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 (iii) below, NOI WSI and Dreco CERI shall be entitled to participate at their own expense in the defense defence and, if NOI or Dreco WSI and CERI so elect at any time after receipt of such notice, either of them may assume the defense 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 defense 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 NOI WSI or Dreco, such authorization not to be unreasonably withheldCERI; or (ii) the named parties to any such suit include both the Trustee and NOI WSI or Dreco CERI and the Trustee shall have been advised by counsel acceptable to NOI WSI or Dreco CERI that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI WSI or Dreco CERI and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI WSI and Dreco CERI shall not have the right to assume the defense defence 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. NOI WSI and Dreco 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 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, willful 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 instructions instruction delivered to the Trustee by NOI WSI or Dreco CERI pursuant hereto. In no case shall NOI WSI or Dreco CERI be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI WSI and Dreco 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 (iii) below, NOI WSI and Dreco CERI shall be entitled to participate at their own expense in the defense defence and, if NOI or Dreco WSI and CERI so elect at any time after receipt of such notice, either of them may assume the defense 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 defense 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 NOI WSI or Dreco, such authorization not to be unreasonably withheldCERI; or (ii) the named parties to any such suit include both the Trustee and NOI WSI or Dreco CERI and the Trustee shall have been advised by counsel acceptable to NOI WSI or Dreco CERI that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI WSI or Dreco CERI and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI WSI and Dreco CERI shall not have the right to assume the defense defence 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. NOI The Parent and Dreco 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 trust agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreement, or any written or oral instructions (when confirmed in writing) delivered to the Trustee by NOI the Parent or Dreco the Corporation pursuant hereto. In no case shall NOI the Parent or Dreco 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 NOI the Parent and Dreco 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 (i) ii), below, NOI the Parent and Dreco the Corporation shall be entitled to participate at their own expense in the defense defence and, if NOI the Parent or Dreco the Corporation so elect at any time after receipt of such notice, either any of them may assume the defense 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 defense thereof, 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 NOI the Parent or Drecothe Corporation, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NOI the Parent or Dreco the Corporation and the Trustee shall have been advised by counsel acceptable to NOI the Parent or Dreco the Corporation that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI the Parent or Dreco the Corporation and that an actual or potential conflict of interest exists (in which case NOI the Parent and Dreco the Corporation shall not have the right to assume the defense defence 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). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this trust agreement.

Indemnification of the Trustee. NOI Bowater, Bowater Holdings and Dreco 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 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, willful 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 ’s acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreement, or any written or oral instructions instruction delivered to the Trustee by NOI Bowater, Bowater Holdings or Dreco Bowater Canada pursuant hereto. In no case shall NOI Bowater, Bowater Holdings or Dreco Bowater Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Bowater, Bowater Holdings and Dreco 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 (iii) below, NOI Bowater, Bowater Holdings and Dreco Bowater Canada shall be entitled to participate at their own expense in the defense defence and, if NOI or Dreco Bowater, Bowater Holdings and Bowater Canada so elect at any time after receipt of such notice, either any of them may assume the defense 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 defense thereof, 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 NOI Bowater, Bowater Holdings or Dreco, such authorization not to be unreasonably withheldBowater Canada; or (ii) the named parties to any such suit include both the Trustee and NOI Bowater, Bowater Holdings or Dreco Bowater Canada and the Trustee shall have been advised by counsel acceptable to NOI Bowater, Bowater Holdings or Dreco Bowater Canada that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI Bowater, Bowater Holdings or Dreco Bowater Canada and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Bowater, Bowater Holdings and Dreco Bowater Canada shall not have the right to assume the defense defence 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).

Indemnification of the Trustee. NOI Each of Enerplus and Dreco 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 Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costscosts reasonably incurred, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful 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 of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreementAgreement, or any written or oral instructions instruction delivered to the Trustee by NOI Enerplus or Dreco EELP pursuant hereto. In no case shall NOI or Dreco be liable under this indemnity for any claim against If any of the Indemnified Parties unless NOI intends to seek indemnification under this indemnity from Enerplus or EELP, the Indemnified Party shall give Enerplus and Dreco 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 (iii) below, NOI Enerplus and Dreco EELP shall be entitled to participate at their own expense in the defense and, if NOI or Dreco Enerplus and EELP so elect at any time after receipt of such notice, either of them may assume the 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 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 NOI Enerplus or Dreco, such authorization not to be unreasonably withheldEELP; or (ii) the named parties to any such suit include both the Trustee and NOI Enerplus or Dreco EELP and the Trustee shall have been advised by counsel acceptable to NOI Enerplus or Dreco EELP that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI Enerplus or Dreco EELP and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Enerplus and Dreco EELP shall not have the right to assume the 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. NOI The Parent, Holdco and Dreco 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 Trust Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable and necessary expenses (including reasonable and necessary expenses of the Trustee's legal counsel) which, without fraud, negligence, willful 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 agreementTrust Agreement, or any written or oral instructions delivered to the Trustee by NOI the Parent, Holdco or Dreco the Company pursuant hereto. In no case shall NOI the Parent, Holdco or Dreco the Company 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, gross negligence, wilful misconduct or bad faith of an Indemnified Party and unless NOI the Parent, Holdco and Dreco the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (i) Section 9.1(b), below, NOI the Parent, Holdco and Dreco the Company shall be entitled to participate at their own expense in the defense defence and, if NOI the Parent, Holdco or Dreco the Company so elect at any time after receipt of such notice, either any of them may assume the defense 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 defense thereof, defence 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 NOI the Parent, Holdco or Drecothe Company, such authorization not to be unreasonably withheld; or (iib) the named parties to any such suit include both the Trustee and NOI the Parent, Holdco or Dreco the Company and the Trustee shall have been advised in writing by counsel acceptable to NOI the Parent, Holdco or Dreco the Company that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI the Parent, Holdco or Dreco the Company and that an actual or potential conflict of interest exists (in which case NOI the Parent, Holdco and Dreco the Company shall not have the right to assume the defense defence 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). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this Trust Agreement.

Indemnification of the Trustee. NOI Pixelworks and Dreco 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, willful 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 of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its it duties set forth in this agreement, agreement or any written or oral instructions instruction delivered to the Trustee by NOI Pixelworks or Dreco the Corporation pursuant hereto. In no case shall NOI will Pixelworks or Dreco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Pixelworks and Dreco 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 (iii) below, NOI Pixelworks and Dreco shall the Corporation will be entitled to participate at their own expense in the defense defence and, if NOI or Dreco Pixelworks and the Corporation so elect at any time after receipt of such notice, either of them may assume the defense 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 defense thereof, defence 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 NOI Pixelworks or Drecothe Corporation, such authorization not to be unreasonably withheld; withheld or (ii) the named parties to any such suit include both the Trustee and NOI Pixelworks or Dreco the Corporation and the Trustee shall have has been advised by counsel acceptable to NOI Pixelworks or Dreco the Corporation that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI Pixelworks or Dreco the Corporation and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Pixelworks and Dreco shall the Corporation will not have the right to assume the defense defence 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). The indemnity in this section 8.1 will survive termination of this agreement or the resignation or removal of the Trustee.

Indemnification of the Trustee. NOI and Dreco jointly and severally agree The Company agrees to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful wilful misconduct or bad faith on the part of such Indemnified Party, Party may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreement, or any written or oral instructions delivered to the Trustee by NOI or Dreco the Company pursuant hereto. In no case shall NOI or Dreco the Company be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI and Dreco 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 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 (i) below, NOI and Dreco The Company shall be entitled to participate at their its own expense in the defense anddefence of the assertion or claim. Subject to (b), if NOI or Dreco so below, the Company may elect at any time after receipt of such notice, either of them may notice to assume the defense 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 defense defence 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 NOI or Dreco, such authorization not to be unreasonably withheldthe Company; or or (iib) the named parties to any such suit include both the Trustee and NOI or Dreco the Company and the Trustee shall have been advised by counsel acceptable to NOI or Dreco the Company that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI or Dreco and that an actual or potential conflict of interest exists the Company (in which case NOI and Dreco the Company shall not have the right to assume the defense defence 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).

Indemnification of the Trustee. NOI Duke Energy and Dreco Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this agreement Agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreementAgreement, or any written or oral instructions instruction delivered to the Trustee by NOI Duke Energy or Dreco Exchangeco pursuant hereto. In no case shall NOI Duke Energy or Dreco Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Duke Energy and Dreco 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 (iii) below, NOI Duke Energy and Dreco Exchangeco shall be entitled to participate at their own expense in the defense and, if NOI or Dreco 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 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 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 NOI Duke Energy or Dreco, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and NOI Duke Energy or Dreco Exchangeco and the Trustee shall have been advised by counsel acceptable to NOI Duke Energy or Dreco Exchangeco that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI Duke Energy or Dreco Exchangeco and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Duke Energy and Dreco Exchangeco shall not have the right to assume the 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. NOI Polar and Dreco New Polar jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this agreement 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, willful recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, 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 instructions instruction delivered to the Trustee by NOI Polar or Dreco New Polar pursuant hereto. This indemnity shall survive the resignation or removal of the Trustee and the termination of the trusts created hereby. In no case shall NOI Polar or Dreco New Polar be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Polar and Dreco New Polar shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (iii) below, NOI Polar and Dreco New Polar shall be entitled to participate at their own expense in the defense defence and, if NOI or Dreco Polar and New Polar so elect at any time after receipt of such notice, either of them may assume the defense 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 defense thereof, 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 NOI Polar or Dreco, such authorization not to be unreasonably withheldNew Polar; or (ii) the named parties to any such suit include both the Trustee and NOI Polar or Dreco New Polar and the Trustee shall have been advised by counsel acceptable to NOI Polar or Dreco New Polar that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI Polar or Dreco New Polar and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Polar and Dreco New Polar shall not have the right to assume the defense defence 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). Neither Polar nor New Polar shall be liable for any settlement effected without its written consent.

Indemnification of the Trustee. NOI Newco and Dreco 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 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, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreement, or any written or oral instructions instruction delivered to the Trustee by NOI Newco or Dreco CN pursuant hereto. In no case shall NOI Newco or Dreco CN be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Newco and Dreco 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 (iii) below, NOI Newco and Dreco CN shall be entitled to participate at their own expense in the defense defence and, if NOI or Dreco Newco and CN so elect at any time after receipt of such notice, either of them may assume the defense 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 defense thereof, 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 NOI Newco or Dreco, such authorization not to be unreasonably withheldCN; or (ii) the named parties to any such suit include both the Trustee and NOI Newco or Dreco CN and the Trustee shall have been advised by counsel acceptable to NOI Newco or Dreco CN that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI Newco or Dreco CN and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Newco and Dreco CN shall not have the right to assume the defense defence 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).

Indemnification of the Trustee. NOI and Dreco jointly and severally agree to The Company shall 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, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreementAgreement, or any written or oral instructions delivered to the Trustee by NOI Amdocs or Dreco the Company pursuant hereto. In no case shall NOI or Dreco the Company be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI and Dreco the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (i) ii), below, NOI and Dreco the Company shall be entitled to participate at their its own expense in the defense and, if NOI or Dreco the Company so elect elects at any time after receipt of such notice, either of them it may assume the 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 defense 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 NOI or Drecothe Company, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NOI Amdocs or Dreco the Company and the Trustee shall have been advised by counsel acceptable to NOI or Dreco the Company that there may be one or more legal defenses available to the Trustee that are different from or in addition to those 28 29 available to NOI Amdocs or Dreco the Company and that an actual or potential conflict of interest exists (in which case NOI and Dreco the Company shall not have the right to assume the 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).

Indemnification of the Trustee. NOI Parent and Dreco Company 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 Agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, willful 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 agreementAgreement, or any written or oral instructions instruction delivered to the Trustee by NOI Parent or Dreco Company pursuant hereto. In no case shall NOI Parent or Dreco Company be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Parent and Dreco Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (iii) below, NOI Parent and Dreco Company shall be entitled to participate at their own expense in the defense defence and, if NOI or Dreco Parent and Company so elect at any time after receipt of such notice, either of them may assume the defense 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 defense 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 NOI Parent or Dreco, such authorization not to be unreasonably withheldCompany; or (ii) the named parties to any such suit include both the Trustee and NOI Parent or Dreco Company and the Trustee shall have been advised by counsel acceptable to NOI Parent or Dreco Company that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI Parent or Dreco Company and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Parent and Dreco Company shall not have the right to assume the defense defence 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. NOI The Parent and Dreco the Corporation 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, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreement, or any written or oral instructions (when confirmed in writing) delivered to the Trustee by NOI the Parent or Dreco the Corporation pursuant hereto. In no case shall NOI the Parent or Dreco 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 NOI the Parent and Dreco 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 (i) ii), below, NOI the Parent and Dreco the Corporation shall be entitled to participate at their own expense in the defense defence and, if NOI the Parent or Dreco the Corporation so elect at any time after receipt of such notice, either any of them may assume the defense 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 defense thereof, 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 NOI the Parent or Drecothe Corporation, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NOI the Parent or Dreco the Corporation and the Trustee shall have been advised by counsel acceptable to NOI the Parent or Dreco the Corporation that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI the Parent or Dreco the Corporation and that an actual or potential conflict of interest exists (in which case NOI the Parent and Dreco the Corporation shall not have the right to assume the defense defence 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). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this agreement.

Indemnification of the Trustee. NOI The Parent and Dreco 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 trust agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, willful wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreement, or any written or oral instructions delivered to the Trustee by NOI the Parent or Dreco the Corporation pursuant hereto. In no case shall NOI the Parent or Dreco 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 NOI the Parent and Dreco 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 (i) ii), below, NOI the Parent and Dreco the Corporation shall be entitled to participate at their own expense in the defense and, if NOI or Dreco the Parent and the Corporation so elect at any time after receipt of such notice, either any of them may assume the 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 defense 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 NOI the Parent or Drecothe Corporation, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and NOI the Parent or Dreco and the Corporation the Trustee shall have been advised by counsel acceptable to NOI the Parent or Dreco the Corporation that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI or Dreco the Parent and the Corporation and that an actual or potential conflict of interest exists (in which case NOI the Parent and Dreco the Corporation shall not have the right to assume the 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). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this trust agreement.

Indemnification of the Trustee. NOI Applied and Dreco 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, collectively the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreementAgreement, or any written or oral instructions delivered to the Trustee by NOI Applied or Dreco the Corporation pursuant hereto. In no case shall NOI Applied or Dreco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Applied and Dreco 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 (i) ii), below, NOI Applied and Dreco the Corporation shall be entitled to participate at their own expense in the defense and, if NOI Applied or Dreco the Corporation so elect at any time after receipt of such notice, either of them may assume the 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 defense 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 NOI Applied or Dreco, such authorization not to be unreasonably withheld; the Corporation or (ii) the named parties to any such suit include both the Trustee and NOI Applied or Dreco the Corporation and the Trustee shall have been advised by counsel acceptable to NOI Applied or Dreco the Corporation that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI Applied or Dreco the Corporation and that an actual or potential conflict of interest exists (in which case NOI Applied and Dreco the Corporation shall not have the right to assume the 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)Trustee),or (iii) Applied and/or the Corporation shall not have retained legal counsel on behalf of the Trustee 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. NOI USCo, CalICo and Dreco 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 legal counsel) which, without fraud, gross negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreementAgreement, or any written or oral instructions instruction delivered to the Trustee by NOI USCo, CalICo or Dreco AcquisitionCo pursuant hereto. In no case The Trustee shall NOI or Dreco be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI notify USCo, CalICo and Dreco 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 (iii) below, NOI USCo, CalICo and Dreco AcquisitionCo shall be entitled to participate at their own expense in the defense and, if NOI or Dreco USCo, CalICo and AcquisitionCo so elect at any time after receipt of such notice, either any of them may assume the 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 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 NOI USCo, CallCo or Dreco, such authorization not to be unreasonably withheldAcquisitionCo; or (ii) the named parties to any such suit include both the Trustee and NOI USCo, CallCo or Dreco AcquisitionCo and the Trustee shall have been advised by counsel acceptable to NOI USCo, CallCo or Dreco AcquisitionCo that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI USCo, CallCo or Dreco AcquisitionCo and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI USCo, CallCo and Dreco AcquisitionCo shall not have the right to assume the 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. NOI Patch and Dreco Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, partners, employees and agents appointed and acting in accordance with this agreement Agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, willful 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 agreementAgreement, or any written or oral instructions delivered to the Trustee by NOI Patch or Dreco Exchangeco pursuant hereto. In no case shall NOI or Dreco be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI and 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 (i) ii), below, NOI Patch and Dreco Exchangeco shall be entitled to participate at their own expense in the defense defence and, if NOI or Dreco Patch and Exchangeco so elect at any time after receipt of such notice, either of them may assume the defense 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 defense thereof, 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 NOI Patch or Dreco, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and NOI Patch or Dreco Exchangeco, and the Trustee shall have been advised by counsel acceptable to NOI Patch or Dreco Exchangeco that there may be one or more legal defenses defences available to the Trustee that which are different from or in addition to those available to NOI Patch or Dreco Exchangeco and that an actual or potential in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Exchangeco and Dreco Patch shall not have the right to assume the defense defence 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)) . Neither Patch nor Exchangeco shall be liable for any settlement of a matter in respect of which an Indemnified Party may seek indemnification under this section 9.1, unless Patch and Exchangeco have consented in writing to such settlement.

Indemnification of the Trustee. NOI Newco and Dreco 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 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, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreement, or any written or oral instructions instruction delivered to the Trustee by NOI Newco or Dreco CN pursuant hereto. In no case shall NOI Newco or Dreco CN be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Newco and Dreco 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 (iii) below, NOI Newco and Dreco CN shall be entitled to participate at their own expense in the defense defence and, if NOI or Dreco Newco and CN so elect at any time after receipt of such notice, either of them may assume the defense 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 defense thereof, 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 NOI Newco or Dreco, such authorization not to be unreasonably withheldCN; or (ii) the named parties to any such suit include both the Trustee and NOI Newco or Dreco CN and the Trustee shall have been advised by counsel acceptable to NOI Newco or Dreco CN that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI Newco or Dreco CN and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Newco and Dreco CN shall not have the right to assume the defense defence 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).

Indemnification of the Trustee. NOI Parent and Dreco 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 Agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, willful 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 agreementAgreement, or any written or oral instructions instruction delivered to the Trustee by NOI Parent or Dreco Exchangeco pursuant hereto. In no case shall NOI Parent or Dreco Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Parent and Dreco 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 (iii) below, NOI Parent and Dreco Exchangeco shall be entitled to participate at their own expense in the defense defence and, if NOI or Dreco Parent and Exchangeco so elect at any time after receipt of such notice, either of them may assume the defense 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 defense 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 NOI Parent or Dreco, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and NOI Parent or Dreco Exchangeco and the Trustee shall have been advised by counsel acceptable to NOI Parent or Dreco Exchangeco that there may be one or more legal defenses defences available to the Trustee that are different from or in addition to those available to NOI Parent or Dreco Exchangeco and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI Parent and Dreco Exchangeco shall not have the right to assume the defense defence 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. NOI ARC, ARC Subco and Dreco 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 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, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreementAgreement, or any written or oral instructions instruction delivered to the Trustee by NOI ARC, ARC Subco or Dreco ARC Resources pursuant hereto. In no case shall NOI ARC, ARC Subco or Dreco ARC Resources be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI ARC, ARC Subco and Dreco 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 (iii) below, NOI ARC, ARC Subco and Dreco ARC Resources shall be entitled to participate at their own expense in the defense and, if NOI or Dreco ARC, ARC Subco and ARC Resources so elect at any time after receipt of such notice, either any of them may assume the 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 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 NOI or DrecoARC, 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 NOI ARC, ARC Subco or Dreco ARC Resources and the Trustee shall have been advised by counsel acceptable to NOI ARC, ARC Subco or Dreco ARC Resources that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI ARC, ARC Subco or Dreco ARC Resources and that an actual or potential that, in the judgment of such counsel, would present a conflict of interest exists were a joint representation to be undertaken (in which case NOI ARC, ARC Subco and Dreco ARC Resources shall not have the right to assume the 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. NOI Sonic and Dreco 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, collectively the "Indemnified Parties") against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreementAgreement, or any written or oral instructions delivered to the Trustee by NOI Sonic or Dreco the Corporation pursuant hereto. In no case shall NOI Sonic or Dreco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI Sonic and Dreco 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 has been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (i) ii), below, NOI Sonic and Dreco the Corporation shall be entitled to participate at their own expense in the defense and, if NOI Sonic or Dreco the Corporation so elect at any time after receipt of such notice, either of them may assume the 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 defense 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 NOI Sonic or Dreco, such authorization not to be unreasonably withheld; the Corporation or (ii) the named parties to any such suit include both the Trustee and NOI Sonic or Dreco the Corporation and the Trustee shall have been advised by counsel acceptable to NOI Sonic or Dreco the Corporation that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI Sonic or Dreco the Corporation and that an actual or potential conflict of interest exists (in which case NOI Sonic and Dreco the Corporation shall not have the right to assume the 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).

Indemnification of the Trustee. NOI USX, Marathon and Dreco 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 Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, 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, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this agreementAgreement, or any written or oral instructions delivered to the Trustee by NOI USX, Marathon or Dreco Albertaco pursuant hereto. In no case shall NOI USX, Marathon or Dreco Albertaco be liable under this indemnity for any claim against any of the Indemnified Parties unless NOI USX, Marathon and Dreco 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 (i) b), below, NOI USX, Marathon and Dreco Albertaco shall be entitled to participate at their own expense in the defense and, if NOI USX, Marathon or Dreco Albertaco so elect at any time after receipt of such notice, either any of them may assume the 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 defense thereof, 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 NOI USX, Marathon or DrecoAlbertaco, such authorization not to be unreasonably withheld; or (iib) the named parties to any such suit include both the Trustee and NOI USX, Marathon or Dreco Albertaco and the Trustee shall have been advised by counsel acceptable to NOI USX, Marathon or Dreco Albertaco that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to NOI USX, Marathon or Dreco Albertaco and that an actual or potential conflict of interest exists (in which case NOI USX, Marathon and Dreco Albertaco shall not have the right to assume the 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).