Common use of Indemnification of the Trustee Clause in Contracts

Indemnification of the Trustee. All of the Funds, on a joint and several basis (or, in furtherance of Sections 3.5 and 3.6 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate), whether or not any of the transactions contemplated hereby shall be consummated, shall assume liability for, and shall, solely from the applicable Trust Estate or Trust Estates as set forth in Sections 3.5 and 3.6 hereof, indemnify, protect, save and keep harmless, Wilmington Trust, N.A. (in its capacity as trustee and individually) and its directors, officers, shareholders, employees, and agents (the “Trustee Indemnified Parties”) from and against any and all claims, losses, liabilities or expenses (including but not limited to, the reasonable fees and expenses of counsel) of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against the Trustee Indemnified Parties in any way relating to or arising out of or in connection with the formation, operation or termination of the Trust or such Fund, the execution, delivery and performance of this Trust Agreement or any other agreements with respect to the Trust or such Fund to which the Trust is a party or the action or inaction of the Trustee hereunder or thereunder with respect to the Trust or such Fund, except for Expenses resulting from the gross negligence, bad faith or willful misconduct of any Trustee Indemnified Party. Such indemnity shall include payment from the applicable Trust Estate or Trust Estates of the costs and expenses incurred by such Trustee Indemnified Party in defending itself against any claim or liability in its capacity as a Trustee Indemnified Party. Any amounts payable to a Trustee Indemnified Party under this Section 2.4 may be payable in advance or may be secured by a lien on the applicable Trust Estate or Trust Estates. Any such Expenses relating to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 hereof. The indemnities contained in this Section 2.4 shall survive the termination of this Trust Agreement, the removal or resignation of the Trustee, the dissolution or other cessation to exist of the Trustee Indemnified Party, the withdrawal, adjudication of bankruptcy or insolvency of the Trustee Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under the Bankruptcy Code by or against the Trustee Indemnified Party.

Indemnification of the Trustee. All of Hertz, as a Lessee and as Guarantor, agrees to indemnify and hold harmless the FundsTrustee and the Trustee’s officers, on a joint and several basis (or, in furtherance of Sections 3.5 and 3.6 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate), whether or not any of the transactions contemplated hereby shall be consummated, shall assume liability for, and shall, solely from the applicable Trust Estate or Trust Estates as set forth in Sections 3.5 and 3.6 hereof, indemnify, protect, save and keep harmless, Wilmington Trust, N.A. (in its capacity as trustee and individually) and its directors, officers, shareholders, employees, agents and agents (the “Trustee Indemnified Parties”) from and employees against any and all claims, lossesdemands and liabilities of whatsoever nature, liabilities and all costs and expenses, relating to or expenses in any way arising out of: (including i) any acts or omissions of any Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited toto any judgment, the award, settlement, reasonable attorneys’ fees and other costs or expenses of counsel) of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against the Trustee Indemnified Parties in any way relating to or arising out of or in connection with the formationdefense of any actual or threatened action, operation proceeding or termination of the Trust or such Fundclaim, the execution, delivery and performance of this Trust Agreement or any other agreements in each case with respect to the Trust or such Fund to which Group VII Series of Notes, the Trust is a party or Series 2010-3 Collateral, the action or inaction of the Trustee hereunder or thereunder Group VII Master Collateral and any Series 2010-3 Related Documents with respect to any Group VII Series of Notes; provided, however, Hertz, as a Lessee or as Guarantor, shall have no duty to indemnify the Trust Trustee, or any other Indemnified Person pursuant to this Section 28, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Fund, except for Expenses resulting from the Indemnified Person’s gross negligence, bad faith negligence or willful misconduct of any Trustee Indemnified Party. Such indemnity shall include payment from the applicable Trust Estate or Trust Estates of the costs and expenses incurred by such Trustee Indemnified Party in defending itself against any claim or liability in its capacity as a Trustee Indemnified Party. Any amounts payable to a Trustee Indemnified Party under this Section 2.4 may be payable in advance or may be secured by a lien on the applicable Trust Estate or Trust Estatesmisconduct. Any such Expenses relating indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 limitations hereof. The indemnities contained indemnification provided for in this Section 2.4 28 shall be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Trust Agreement, Lease or a document to which the Trustee is a signatory or the resignation or removal or resignation of the Trustee, the dissolution or other cessation to exist of the Trustee Indemnified Party, the withdrawal, adjudication of bankruptcy or insolvency of the Trustee Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under the Bankruptcy Code by or against the Trustee Indemnified Party.

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

Indemnification of the Trustee. All of Each Lessee agrees to indemnify and hold harmless the FundsTrustee and the Trustee's officers, on a joint and several basis (or, in furtherance of Sections 3.5 and 3.6 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate), whether or not any of the transactions contemplated hereby shall be consummated, shall assume liability for, and shall, solely from the applicable Trust Estate or Trust Estates as set forth in Sections 3.5 and 3.6 hereof, indemnify, protect, save and keep harmless, Wilmington Trust, N.A. (in its capacity as trustee and individually) and its directors, officers, shareholders, employees, agents and agents (the “Trustee Indemnified Parties”) from and employees against any and all or, in the case of clause (ii) below, such Lessee's Pro Rata Share of all claims, lossesdemands and liabilities of whatsoever nature, liabilities and all or, in the case of clause (ii) below, such Lessee's Pro Rata Share of all costs and expenses, relating to or expenses in any way arising out of: (including i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee's appointment under the Base Indenture and the Trustee's performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited toto any judgment, the award, settlement, reasonable attorneys' fees and other costs or expenses of counsel) of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against the Trustee Indemnified Parties in any way relating to or arising out of or in connection with the formationdefense of any actual or threatened action, operation proceeding or termination of the Trust or such Fundclaim; provided, however, the executionLessees shall have no duty to indemnify the Trustee, delivery and performance of this Trust Agreement or any other agreements with respect Indemnified Person pursuant to this Section 15.2, to the Trust extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee's or such Fund to which the Trust is a party or the action or inaction of the Trustee hereunder or thereunder with respect to the Trust or such Fund, except for Expenses resulting from the Indemnified Person's gross negligence, bad faith negligence or willful misconduct of any Trustee Indemnified Party. Such indemnity shall include payment from the applicable Trust Estate or Trust Estates of the costs and expenses incurred by such Trustee Indemnified Party in defending itself against any claim or liability in its capacity as a Trustee Indemnified Party. Any amounts payable to a Trustee Indemnified Party under this Section 2.4 may be payable in advance or may be secured by a lien on the applicable Trust Estate or Trust Estatesmisconduct. Any such Expenses relating indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 limitations hereof. The indemnities contained indemnification provided for in this Section 2.4 15.2 shall be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Trust Agreement, Lease or a document to which the Trustee is a signatory or the resignation or removal or resignation of the Trustee, the dissolution or other cessation to exist of the Trustee Indemnified Party, the withdrawal, adjudication of bankruptcy or insolvency of the Trustee Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under the Bankruptcy Code by or against the Trustee Indemnified Party.

Indemnification of the Trustee. All of Each Lessee agrees to indemnify and hold harmless the FundsTrustee and the Trustee’s officers, on a joint and several basis (or, in furtherance of Sections 3.5 and 3.6 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate), whether or not any of the transactions contemplated hereby shall be consummated, shall assume liability for, and shall, solely from the applicable Trust Estate or Trust Estates as set forth in Sections 3.5 and 3.6 hereof, indemnify, protect, save and keep harmless, Wilmington Trust, N.A. (in its capacity as trustee and individually) and its directors, officers, shareholders, employees, agents and agents (the “Trustee Indemnified Parties”) from and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, lossesdemands and liabilities of whatsoever nature, liabilities and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or expenses in any way arising out of: (including i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited toto any judgment, the award, settlement, reasonable attorneys’ fees and other costs or expenses of counsel) of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against the Trustee Indemnified Parties in any way relating to or arising out of or in connection with the formationdefense of any actual or threatened action, operation proceeding or termination of the Trust or such Fundclaim, the execution, delivery and performance of this Trust Agreement or any other agreements in each case with respect to the Trust or such Fund to which Group VII Series of Notes, the Trust is a party or Group VII Collateral, the action or inaction of the Trustee hereunder or thereunder Group VII Master Collateral and any Related Documents with respect to any Group VII Series of Notes; provided, however, the Trust Lessees shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Fund, except for Expenses resulting from the Indemnified Person’s gross negligence, bad faith negligence or willful misconduct of any Trustee Indemnified Party. Such indemnity shall include payment from the applicable Trust Estate or Trust Estates of the costs and expenses incurred by such Trustee Indemnified Party in defending itself against any claim or liability in its capacity as a Trustee Indemnified Party. Any amounts payable to a Trustee Indemnified Party under this Section 2.4 may be payable in advance or may be secured by a lien on the applicable Trust Estate or Trust Estatesmisconduct. Any such Expenses relating indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 limitations hereof. The indemnities contained indemnification provided for in this Section 2.4 15.2 shall be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Trust Agreement, Lease or a document to which the Trustee is a signatory or the resignation or removal or resignation of the Trustee, the dissolution or other cessation to exist of the Trustee Indemnified Party, the withdrawal, adjudication of bankruptcy or insolvency of the Trustee Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under the Bankruptcy Code by or against the Trustee Indemnified Party.

Indemnification of the Trustee. All of Hertz, as a Lessee and as Guarantor, agrees to indemnify and hold harmless the FundsTrustee and the Trustee’s officers, on a joint and several basis (or, in furtherance of Sections 3.5 and 3.6 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate), whether or not any of the transactions contemplated hereby shall be consummated, shall assume liability for, and shall, solely from the applicable Trust Estate or Trust Estates as set forth in Sections 3.5 and 3.6 hereof, indemnify, protect, save and keep harmless, Wilmington Trust, N.A. (in its capacity as trustee and individually) and its directors, officers, shareholders, employees, agents and agents (the “Trustee Indemnified Parties”) from and employees against any and all claims, lossesdemands and liabilities of whatsoever nature, liabilities and all costs and expenses, relating to or expenses in any way arising out of: (including i) any acts or omissions of any Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited toto any judgment, the award, settlement, reasonable attorneys’ fees and other costs or expenses of counsel) of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against the Trustee Indemnified Parties in any way relating to or arising out of or in connection with the formationdefense of any actual or threatened action, operation proceeding or termination of the Trust or such Fundclaim, the execution, delivery and performance of this Trust Agreement or any other agreements in each case with respect to the Trust or such Fund to which Group VII Series of Notes, the Trust is a party or Series 2010-3 Collateral, the action or inaction of the Trustee hereunder or thereunder Group VII Master Collateral and any Series 2010-3 Related Documents with respect to any Group VII Series of Notes; provided, however, Hertz, as a Lessee or as Guarantor, shall have no duty to indemnify the Trust Trustee, or any other Indemnified Person pursuant to this Section 28, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Fund, except for Expenses resulting from the Indemnified Person’s gross negligence, bad faith WEIL:\95390749\1\99910.6247 negligence or willful misconduct of any Trustee Indemnified Party. Such indemnity shall include payment from the applicable Trust Estate or Trust Estates of the costs and expenses incurred by such Trustee Indemnified Party in defending itself against any claim or liability in its capacity as a Trustee Indemnified Party. Any amounts payable to a Trustee Indemnified Party under this Section 2.4 may be payable in advance or may be secured by a lien on the applicable Trust Estate or Trust Estatesmisconduct. Any such Expenses relating indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 limitations hereof. The indemnities contained indemnification provided for in this Section 2.4 28 shall be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Trust Agreement, Lease or a document to which the Trustee is a signatory or the resignation or removal or resignation of the Trustee, the dissolution or other cessation to exist of the Trustee Indemnified Party, the withdrawal, adjudication of bankruptcy or insolvency of the Trustee Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under the Bankruptcy Code by or against the Trustee Indemnified Party.. WEIL:\95390749\1\99910.6247

Indemnification of the Trustee. All of Hertz, as a Lessee and as Guarantor, agrees to indemnify and hold harmless the FundsTrustee and the Trustee’s officers, on a joint and several basis (or, in furtherance of Sections 3.5 and 3.6 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate), whether or not any of the transactions contemplated hereby shall be consummated, shall assume liability for, and shall, solely from the applicable Trust Estate or Trust Estates as set forth in Sections 3.5 and 3.6 hereof, indemnify, protect, save and keep harmless, Wilmington Trust, N.A. (in its capacity as trustee and individually) and its directors, officers, shareholders, employees, agents and agents (the “Trustee Indemnified Parties”) from and employees against any and all claims, lossesdemands and liabilities of whatsoever nature, liabilities and all costs and expenses, relating to or expenses in any way arising out of: (including i) any acts or omissions of any Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited toto any judgment, the award, settlement, reasonable attorneys’ fees and other costs or expenses of counsel) of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against the Trustee Indemnified Parties in any way relating to or arising out of or in connection with the formationdefense of any actual or threatened action, operation proceeding or termination of the Trust or such Fundclaim, the execution, delivery and performance of this Trust Agreement or any other agreements in each case with respect to the Trust or such Fund to which Group VII Series of Notes, the Trust is a party or Series 2010-3 Collateral, the action or inaction of the Trustee hereunder or thereunder Group VII Master Collateral and any Series 2010-3 Related Documents with respect to any Group VII Series of Notes; provided, however, Hertz, as a Lessee or as Guarantor, shall have no duty to indemnify the Trust Trustee, or any other Indemnified Person pursuant to this Section 28, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Fund, except for Expenses resulting from the Indemnified Person’s gross negligence, bad faith negligence or willful misconduct of any Trustee Indemnified Party. Such indemnity shall include payment from the applicable Trust Estate or Trust Estates of the costs and expenses incurred by such Trustee Indemnified Party in defending itself against any claim or liability in its capacity as a Trustee Indemnified Party. Any amounts payable to a Trustee Indemnified Party under this Section 2.4 may be payable in advance or may be secured by a lien on the applicable Trust Estate or Trust Estatesmisconduct. Any such Expenses relating indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 limitations hereof. The indemnities contained indemnification provided for in this Section 2.4 28 shall be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Trust Agreement, Lease or a document to which the Trustee is a signatory or the resignation or removal or resignation of the Trustee, the dissolution or other cessation to exist of the Trustee Indemnified Party, the withdrawal, adjudication of bankruptcy or insolvency of the Trustee Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under the Bankruptcy Code by or against the Trustee Indemnified Party.. WEIL:\95390749\1\99910.6247

Indemnification of the Trustee. All of Each Lessee agrees to indemnify and hold harmless the FundsTrustee and the Trustee’s officers, on a joint and several basis (or, in furtherance of Sections 3.5 and 3.6 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate), whether or not any of the transactions contemplated hereby shall be consummated, shall assume liability for, and shall, solely from the applicable Trust Estate or Trust Estates as set forth in Sections 3.5 and 3.6 hereof, indemnify, protect, save and keep harmless, Wilmington Trust, N.A. (in its capacity as trustee and individually) and its directors, officers, shareholders, employees, agents and agents (the “Trustee Indemnified Parties”) from and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, lossesdemands and liabilities of whatsoever nature, liabilities and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or expenses in any way arising out of: (including i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited toto any judgment, the award, settlement, reasonable attorneys’ fees and other costs or expenses of counsel) of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against the Trustee Indemnified Parties in any way relating to or arising out of or in connection with the formationdefense of any actual or threatened action, operation proceeding or termination of the Trust or such Fundclaim, the execution, delivery and performance of this Trust Agreement or any other agreements in each case with respect to the Trust or such Fund to which Group V Series of Notes, the Trust is a party or Group V Collateral, the action or inaction of the Trustee hereunder or thereunder Group V Master Collateral and any Related Documents with respect to any Group V Series of Notes; provided, however, the Trust Lessees shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Fund, except for Expenses resulting from the Indemnified Person’s gross negligence, bad faith negligence or willful misconduct of any Trustee Indemnified Party. Such indemnity shall include payment from the applicable Trust Estate or Trust Estates of the costs and expenses incurred by such Trustee Indemnified Party in defending itself against any claim or liability in its capacity as a Trustee Indemnified Party. Any amounts payable to a Trustee Indemnified Party under this Section 2.4 may be payable in advance or may be secured by a lien on the applicable Trust Estate or Trust Estatesmisconduct. Any such Expenses relating indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 limitations hereof. The indemnities contained indemnification provided for in this Section 2.4 15.2 shall be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Trust Agreement, Lease or a document to which the Trustee is a signatory or the resignation or removal or resignation of the Trustee, the dissolution or other cessation to exist of the Trustee Indemnified Party, the withdrawal, adjudication of bankruptcy or insolvency of the Trustee Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under the Bankruptcy Code by or against the Trustee Indemnified Party.

Indemnification of the Trustee. All of Each Lessee agrees to indemnify and hold harmless the FundsTrustee and the Trustee’s officers, on a joint and several basis (or, in furtherance of Sections 3.5 and 3.6 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate), whether or not any of the transactions contemplated hereby shall be consummated, shall assume liability for, and shall, solely from the applicable Trust Estate or Trust Estates as set forth in Sections 3.5 and 3.6 hereof, indemnify, protect, save and keep harmless, Wilmington Trust, N.A. (in its capacity as trustee and individually) and its directors, officers, shareholders, employees, agents and agents (the “Trustee Indemnified Parties”) from and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, lossesdemands and liabilities of whatsoever nature, liabilities and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or expenses in any way arising out of: (including i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited toto any judgment, the award, settlement, reasonable attorneys’ fees and other costs or expenses of counsel) of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against the Trustee Indemnified Parties in any way relating to or arising out of or in connection with the formationdefense of any actual or threatened action, operation proceeding or termination of the Trust or such Fundclaim, the execution, delivery and performance of this Trust Agreement or any other agreements in each case with respect to the Trust or such Fund to which Group VIII Series of Notes, the Trust is a party or Group VIII Collateral, the action or inaction of the Trustee hereunder or thereunder Group VIII Master Collateral and any Related Documents with respect to any Group VIII Series of Notes; provided, however, the Trust Lessees shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Fund, except for Expenses resulting from the Indemnified Person’s gross negligence, bad faith negligence or willful misconduct of any Trustee Indemnified Party. Such indemnity shall include payment from the applicable Trust Estate or Trust Estates of the costs and expenses incurred by such Trustee Indemnified Party in defending itself against any claim or liability in its capacity as a Trustee Indemnified Party. Any amounts payable to a Trustee Indemnified Party under this Section 2.4 may be payable in advance or may be secured by a lien on the applicable Trust Estate or Trust Estatesmisconduct. Any such Expenses relating indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 limitations hereof. The indemnities contained indemnification provided for in this Section 2.4 15.2 shall be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Trust Agreement, Lease or a document to which the Trustee is a signatory or the resignation or removal or resignation of the Trustee, the dissolution or other cessation to exist of the Trustee Indemnified Party, the withdrawal, adjudication of bankruptcy or insolvency of the Trustee Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under the Bankruptcy Code by or against the Trustee Indemnified Party.

Indemnification of the Trustee. All of Each Lessee agrees to indemnify and hold harmless the FundsTrustee and the Trustee’s officers, on a joint and several basis (or, in furtherance of Sections 3.5 and 3.6 hereof, any Fund separately to the extent the matter in question relates to a single Fund or is otherwise disproportionate), whether or not any of the transactions contemplated hereby shall be consummated, shall assume liability for, and shall, solely from the applicable Trust Estate or Trust Estates as set forth in Sections 3.5 and 3.6 hereof, indemnify, protect, save and keep harmless, Wilmington Trust, N.A. (in its capacity as trustee and individually) and its directors, officers, shareholders, employees, agents and agents (the “Trustee Indemnified Parties”) from and employees against any and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all claims, lossesdemands and liabilities of whatsoever nature, liabilities and all or, in the case of clause (ii) below, such Lessee’s Pro Rata Share of all costs and expenses, relating to or expenses in any way arising out of: (including i) any acts or omissions of such Lessee pursuant to this Lease and (ii) the Trustee’s appointment under the Base Indenture and the Trustee’s performance of its obligations thereunder, or any document pertaining to any of the foregoing to which the Trustee is a signatory, including, but not limited toto any judgment, the award, settlement, reasonable attorneys’ fees and other costs or expenses of counsel) of any kind and nature whatsoever (collectively, “Expenses”), which may be imposed on, incurred by or asserted against the Trustee Indemnified Parties in any way relating to or arising out of or in connection with the formationdefense of any actual or threatened action, operation proceeding or termination of the Trust or such Fundclaim, the execution, delivery and performance of this Trust Agreement or any other agreements in each case with respect to the Trust or such Fund to which Group VI Series of Notes, the Trust is a party or Group VI Collateral, the action or inaction of the Trustee hereunder or thereunder Group VI Master Collateral and any Related Documents with respect to any Group VI Series of Notes; provided, however, the Trust Lessees shall have no duty to indemnify the Trustee, or any other Indemnified Person pursuant to this Section 15.2, to the extent such claim, demand, liability, cost or expense arises out of or is due to the Trustee’s or such Fund, except for Expenses resulting from the Indemnified Person’s gross negligence, bad faith negligence or willful misconduct of any Trustee Indemnified Party. Such indemnity shall include payment from the applicable Trust Estate or Trust Estates of the costs and expenses incurred by such Trustee Indemnified Party in defending itself against any claim or liability in its capacity as a Trustee Indemnified Party. Any amounts payable to a Trustee Indemnified Party under this Section 2.4 may be payable in advance or may be secured by a lien on the applicable Trust Estate or Trust Estatesmisconduct. Any such Expenses relating indemnification shall not be payable from the assets of the Lessor. The provisions of this indemnity shall run directly to and be enforceable by the Trustee or any other Indemnified Person subject to the Trust rather than any particular Fund shall be allocated among the Funds as set forth in Section 3.6 limitations hereof. The indemnities contained indemnification provided for in this Section 2.4 15.2 shall be in addition to any other indemnities available to the Trustee and shall survive the termination of the duties of the Lessees hereunder and the termination of this Trust Agreement, Lease or a document to which the Trustee is a signatory or the resignation or removal or resignation of the Trustee, the dissolution or other cessation to exist of the Trustee Indemnified Party, the withdrawal, adjudication of bankruptcy or insolvency of the Trustee Indemnified Party, or the filing of a voluntary or involuntary petition in bankruptcy under the Bankruptcy Code by or against the Trustee Indemnified Party.