Common use of Indemnification of Trustee Clause in Contracts

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

Indemnification of Trustee. Parent New Transit and ExchangeCo the Partnership jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers officers, employees and agents appointed and acting in accordance with this Agreement and the Voting Agreement (collectively, the “Trustee Indemnified PartiesPersons”), as applicable, ) from and against any and all claims, demands, losses, actions, causes of action, costs, charges, debts, expenses, damages, liabilities or obligations whatsoever including, without limitation, reasonable costslegal fees and disbursements and costs and expenses incurred in connection with the enforcement of this indemnity, penaltieswhich may be imposed on, fines and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) incurred by or assessed against the Trustee Indemnified Parties which, without fraud, gross negligence, recklessnesswilful misconduct, wilful misconduct or bad faith or the failure to comply with the standard of care referred to in Section 6.01 on the part of such the Trustee Indemnified PartyParties, may be paid, incurred or suffered by the Trustee Indemnified Party by reason or as a result of Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, the Voting Agreement or any written or oral instruction delivered to the Trustee by Parent New Transit or ExchangeCo the Partnership pursuant heretoto this Agreement. In no case shall Parent (1) the Trustee or ExchangeCo any of its directors, officers, employees or agents have recourse to the Special Voting Shares or the Golden Share and (2) New Transit or the Partnership be liable under this indemnity for any claim against any of Article Six unless New Transit and the Indemnified Parties unless Parent and ExchangeCo Partnership shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Trustee Indemnified Parties, promptly Parties as soon as reasonably practicable after any of the Trustee Indemnified Parties shall have received any such a written assertion of such a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent New Transit and ExchangeCo the Partnership shall be entitled to participate at their own expense in the defence and, if Parent New Transit and ExchangeCo the Partnership so elect at any time after receipt of such notice, subject to (ii) below, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate, participate in the defence thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been expressly authorized by Parent New Transit or ExchangeCothe Partnership, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Parent New Transit or ExchangeCo the Partnership and the Trustee shall have been advised by counsel acceptable to Parent New Transit or ExchangeCo the Partnership that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Parent New Transit or ExchangeCo the Partnership and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent New Transit and ExchangeCo the Partnership shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). For certainty, The foregoing indemnities will survive the indemnity provided for in removal or resignation of the Trustee or the termination of this Section 8.1 shall survive Trust Agreement and the termination of the AgreementTrust. Each of the Trustee Indemnified Persons other than the Trustee is a third party beneficiary of the foregoing indemnity and the rights to indemnification of such Trustee Indemnified Persons are held in trust by the Trustee on behalf of such Trustee Indemnified Persons.

Indemnification of Trustee. Parent Other than with respect to its duties to make payment on the Notes when due as provided in Sections 6.02 hereof, for which no additional security or indemnity may be required, the Trustee shall be under no obligation or duty to perform any act at the request of Noteholders or to institute or defend any suit in respect thereof unless properly indemnified and ExchangeCo jointly provided with security to its satisfaction as provided in Section 7.01(c) hereof. However, the Trustee may begin suit, or appear in and severally agree to indemnify and hold harmless Trustee and each defend suit, execute any of the trusts hereby created, enforce any of its directorsrights or powers hereunder, officers or do anything else in its judgment proper to be done by it as Trustee, without assurance of reimbursement or indemnity, and agents appointed and acting in accordance with this Agreement (collectivelysuch case the Trustee shall be reimbursed or indemnified by the Noteholders requesting such action, if any, or, subject to Section 9.14 hereof, the “Indemnified Parties”)Authority in all other cases, as applicablefor all fees, against all claims, losses, damages, reasonable costs, penalties, fines costs and reasonable expenses (including reasonable attorneys’ fees and expenses and court costs and any losses incurred in connection with a successful defense, in whole or in part, of any claim that the Trustee breached its standard of care) reasonably incurred in connection therewith, unless such fees, costs and expenses reasonably incurred in connection therewith are adjudicated to have resulted from the negligence or willful misconduct of the Trustee’s legal counsel. In furtherance and not in limitation of this Section, the Trustee shall not be liable for, and shall be held harmless by the Authority from, following any Authority Orders, instructions or other directions, and the Trustee is authorized to conclusively rely pursuant to this Indenture or any other agreement to which it is a party on any such Authority Orders, instructions or other directions. If the Authority or the Noteholders, as appropriate, shall fail to make such reimbursement or indemnification promptly, the Trustee may reimburse itself from any money in its possession pursuant to Section 5.08 and/or Section 6.02 hereof. None of the provisions contained in this Indenture or any other agreement to which it is a party shall require the Trustee to act or to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if the Noteholders shall not have offered security and indemnity acceptable to it or if it shall have reasonable grounds for believing that prompt repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Trustee and its officers, directors, employees and agents (each a “Trustee Indemnified Person”) whichshall further be indemnified for and held harmless by the Authority from and against any loss, liability or expense incurred without fraudbad faith, negligence, recklessness, wilful negligence or willful misconduct or bad faith on the part of such the Trustee or any other Trustee Indemnified Party, may be paid, incurred Person arising out of or suffered by in connection with the Indemnified Party by reason or as a result of Trustee’s acceptance or administration of the Trust, its compliance with this trust or its duties set forth hereunder, including the reasonable costs and expenses of the Trustee Indemnified Persons in this Agreement, or any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for defending themselves against any claim against or liability in connection with the exercise or performance of any of the Indemnified Parties unless Parent and ExchangeCo shall be notified by Trustee Trustee’s duties hereunder (collectively, “Losses”). The obligations of the written assertion of a claim or of Authority under this Indenture, including without limitation any action commenced against the Indemnified Parties, promptly after any payment obligations of the Authority arising under this Section, are limited to amounts held under this Indenture and available therefor. If the Authority or the Noteholders, as appropriate, shall fail to make such reimbursement or indemnification, the applicable Trustee Indemnified Parties shall have received Person, subject to Section 6.02 hereof and the other provisions of this Section (including without limitation that there has been no negligence or willful misconduct by such Trustee Indemnified Person), may reimburse itself from any such written assertion money held under the provisions of a claim this Indenture (other than the Department SAP Rebate Fund), subject only to the prior lien of the Notes for the payment of the principal thereof and interest thereon from the Collection Fund, including any required transfers thereto. The foregoing provisions of this Section to the contrary notwithstanding, and without limitation to the generality of Section 9.14 hereof, all payment obligations of the Authority described in this Section, or shall have been served with a summons otherwise resulting from or other first legal process giving information arising from the actions described in this Section, are expressly limited as to the nature and basis source of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense payment as provided in the defence and, if Parent and ExchangeCo so elect at any time after receipt Section 9.14 hereof The provisions of such notice, either of them may assume the defence of any suit brought to enforce any such claim. 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 Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the assignment by, resignation or removal of, the Trustee and the termination or assignment of the Agreementthis Indenture.

Indemnification of Trustee. Parent From and ExchangeCo jointly at all times after the date of this Trust Agreement, MSF and severally agree the Company shall, to indemnify the fullest extent permitted by law, indemnify, defend and hold harmless the Trustee and each director, officer, employee, attorney, agent and affiliate of its directors, officers and agents appointed and acting in accordance with this Agreement Trustee (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), as applicable, against all claims, losses, damages, reasonable costsliabilities, penalties, fines costs and reasonable expenses of any kind or nature (including without limitation reasonable expenses of Trustee’s legal counselattorneys’ fees, costs and expenses) which, without fraud, negligence, recklessness, wilful misconduct incurred by or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for any claim asserted against any of the Indemnified Parties unless Parent and ExchangeCo shall be notified Parties, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by Trustee of the written assertion of any person whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance in connection with this Trust Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any action commenced against such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified PartiesParty. MSF and the Company further agree, promptly after any jointly and severally, to indemnify each Indemnified Party for all costs, including reasonable attorney’s fees actually incurred by such Indemnified Party in connection with the enforcement of MSF’s and the Company’s indemnification obligations hereunder. All Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. Trustee shall have the right to employ separate one counsel in reasonably acceptable to the Company to represent all the Indemnified Parties with respect to any such suit action or claim brought or asserted against any of them, and participate, in the defence thereof but the reasonable fees and expenses of such counsel shall be at paid upon demand by MSF and the expense Company. The obligations of MSF and the Company under this Section 12 shall survive any termination of this Trust Agreement and the resignation or removal of Trustee. Neither the payment by MSF or the Company of any claim by the Trustee unless: (i) for indemnification hereunder nor the employment disbursement of such counsel has been authorized any amounts to Indemnified Parties from the Company Shares, other Trust assets, if any, or the respective assets of MSF or the Company in respect of a claim by Parent the Indemnified Parties for indemnification shall impair, limit, modify or ExchangeCo; or (ii) affect, as between MSF and the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certaintyCompany, the indemnity provided for in this Section 8.1 shall survive respective rights and obligations of MSF and the termination of Company under the Separation Agreement.

Indemnification of Trustee. Parent The Trustee shall not be liable for any error of judgment or act done by the Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, INCLUDING THE TRUSTEE’S OWN NEGLIGENCE, but excluding any of the Trustee’s own gross negligence, bad faith or willful misconduct or arising out of disputes with the Lenders found to be such by a final, non-appealable judgment by a court of competent jurisdiction. The Trustee may rely on any instrument, document, or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. All moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and ExchangeCo jointly the Trustee shall have no liability for interest on any moneys received by him hereunder. Mortgagor shall reimburse the Trustee for, and severally agree to indemnify and hold save the Trustee harmless against, any and all liability and expenses which may be incurred by the Trustee and each in the performance of its directors, officers and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”), as applicable, against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) whichduties hereunder, without fraudINCLUDING THOSE INCURRED AS A RESULT OF THE TRUSTEE’S OWN NEGLIGENCE, negligencebut excluding such liabilities and expenses that are found by a final, recklessness, wilful misconduct or bad faith on the part non-appealable judgment by a court of such Indemnified Party, may be paid, competent jurisdiction to have been incurred or suffered by the Indemnified Party by reason or as a result of Trustee’s acceptance the gross negligence, willful misconduct, or administration bad faith of the Trust, its compliance Trustee or arising out of disputes with its duties set forth in this Agreement, or any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant heretothe Lenders. In no case shall Parent or ExchangeCo be liable Mortgagor’s obligations under this indemnity for any claim against any of the Indemnified Parties unless Parent and ExchangeCo shall be notified by 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 (iiSection 6.1(b) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. 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 Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of this Deed of Trust, the Agreementpayment in full of the Secured Obligations, the termination of all obligations of the Issuing Banks and the Lenders in respect of Letters of Credit, and the termination or expiration of the Commitments.

Indemnification of Trustee. Parent Other than with respect to its duties to make payment on the Notes when due and ExchangeCo jointly its duty to pursue the remedy of acceleration as provided respectively in Sections 6.02 and severally agree 6.08 hereof, for each of which no additional security or indemnity may be required, the Trustee shall be under no obligation or duty to perform any act at the request of Registered Owners or to institute or defend any suit in respect thereof unless properly indemnified and provided with security to its satisfaction as provided in Section 7.01(c) hereof. The Trustee shall not be required to take notice, or be deemed to have knowledge, of any default or Event of Default of the Authority hereunder and may conclusively assume that there has been no such default or Event of Default (other than an Event of Default described in Section 6.01(a) or (b) hereof) unless and until it shall have been specifically notified in writing at the address in Section 9.01 hereof of such default or Event of Default by (a) the Registered Owners of the required percentages in principal amount of the Notes then Outstanding hereinabove specified or (b) an Authorized Representative. However, the Trustee may begin suit, or appear in and defend suit, execute any of the trusts hereby created, enforce any of its rights or powers hereunder, or do anything else in its judgment proper to be done by it as Trustee, without assurance of reimbursement or indemnity, and in such case the Trustee shall be reimbursed or indemnified by the Registered Owners requesting such action, if any, or the Authority in all other cases, for all reasonable and documented fees and expenses, liabilities, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith, unless such reasonable and documented fees, expenses, liabilities, outlays and attorneys’ fees and other reasonable disbursements properly incurred in connection therewith are adjudicated to have resulted from the negligence or willful misconduct of the Trustee. In furtherance and not in limitation of this Section, the Trustee shall not be liable for, and shall be held harmless by the Authority from, following any Authority Orders, instructions or other directions upon which the Trustee is authorized to rely pursuant to this Indenture or any other agreement to which it is a party. If the Authority or the Registered Owners, as appropriate, shall fail to make such reimbursement or indemnification, the Trustee may reimburse itself from any money in its possession under the provisions of this Indenture, subject only to the prior lien of the Notes for the payment of the principal thereof and interest thereon from the Collection Fund. None of the provisions contained in this Indenture or any other agreement to which it is a party shall require the Trustee to act or to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if the Registered Owners shall not have offered security and indemnity acceptable to it or if it shall have reasonable grounds for believing that prompt repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Authority agrees to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expenses incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder arising from the Trust Estate. The Authority agrees to indemnify and hold harmless the Trustee against any and each of its directors, officers and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”), as applicable, against all claims, lossesdemands, damagessuits, reasonable costsactions or other proceedings and all liabilities, penalties, fines costs and reasonable expenses (including reasonable expenses whatsoever caused by any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on a material fact contained in any offering document distributed in connection with the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of Trustee’s acceptance or administration issuance of the Trust, its compliance with its duties set forth Notes or caused by any omission or alleged omission from such offering document of any material fact required to be stated therein or necessary in this Agreement, or any written or oral instruction delivered order to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for any claim against any make the statements made therein in the light of the Indemnified Parties unless Parent and ExchangeCo shall be notified by Trustee of the written assertion of a claim or of any action commenced against the Indemnified Partiescircumstances under which they were made, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. 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 Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of the Agreementmisleading.

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

Indemnification of Trustee. Parent and ExchangeCo jointly and severally agree to indemnify and hold harmless The Trustee and each of its directors, officers shareholders, officers, employees, agents, affiliates (as such term is defined in Regulation S-X) and agents appointed subsidiaries (each a "Trustee Indemnified Party") shall be indemnified from the assets of the Trust and acting held harmless against any loss, liability or expense (a) arising out of or in connection with the acceptance or administration of this Trust and any actions taken in accordance with the provisions of this Agreement or the administration of any Section of this Agreement or that arises out of or is related to any offer or sale of streetTRACKS(R) Gold Shares incurred without (collectively, the “Indemnified Parties”), as applicable, against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of Trustee’s legal counsel1) which, without fraud, gross negligence, recklessnessbad faith, wilful willful misconduct or bad faith and willful malfeasance on the part of such Indemnified Party, may be paid, incurred or suffered by the Trustee Indemnified Party by reason or as a result and without (2) reckless disregard on the part of Trustee’s acceptance or administration such Trustee Indemnified Party of the Trust, its compliance with its obligations and duties set forth in under this Agreement, or (b) that arises out of or is related to any written filings with or oral instruction delivered submissions to Trustee the SEC in connection with or with respect to the streetTRACKS(R) Gold Shares (which by Parent way of illustration and not by way of limitation, include any registration statement and any amendments to supplements thereto filed with the SEC or ExchangeCo pursuant hereto. In no case shall Parent any periodic reports or ExchangeCo updates that may be liable filed under this indemnity the Securities Exchange Act of 1934, as amended) or any failure to make any filings with or submissions to the SEC that are required to be made in connection with or with respect to the streetTRACKS(R) Gold Shares, except for any claim against any of the Indemnified Parties unless Parent and ExchangeCo shall be notified by Trustee of the written assertion of a claim loss, liability or expense that arises out of any action commenced against report that the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. 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 Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit files on behalf of the Trust under the Securities Exchange Act of 1934, as amended, or out of any information provided in writing by the Trustee but to the Sponsor for use in any registration statement or annual or other periodic report filed on behalf of the Trust that is not materially altered by the Sponsor or omissions from that information, if provided. Such indemnity shall include payment from the Trust of the costs and expenses incurred by such Trustee Indemnified Party in investigating or defending itself against any claim or liability relating to this Agreement or the Trust, including any loss, liability or expense incurred in acting pursuant to written directions or instructions given by the Sponsor or counsel to the Trust to the Trustee from time to time in accordance with the provisions of this Agreement or in undertaking actions from time to time which the Trustee deems necessary in its discretion to protect the Trust and the rights and interest of all Beneficial Owners pursuant to the terms of this Agreement. Any amounts payable to a Trustee Indemnified Party under this Section 8.05 may be payable in advance or shall be liable to pay secured by a lien on the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of the AgreementTrust.

Indemnification of Trustee. Parent and ExchangeCo jointly and severally agree to indemnify and hold harmless The Trust Deed contains provisions for the indemnification of the Trustee and each for its relief from responsibility, including provisions relieving it from taking proceedings or any steps or actions to enforce payment unless indemnified and/or secured and/or prefunded to its satisfaction. The Trustee is entitled to enter into contracts or transactions with the Issuer and/or the Borrower and any entity related to the Issuer and/or the Borrower without accounting for any profit, fees, corresponding interest, discounts or share of brokerage earned, arising or resulting from any such contract or transactions. The Trustee’s responsibilities are solely those of trustee for the Noteholders on the terms of the Trust Deed. Accordingly, the Trustee makes no representations and assumes no responsibility for the validity or enforceability of the Loan Agreement or the security created in respect thereof or for the performance by the Issuer of its directors, officers obligations under or in respect of the Notes and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”), as applicable, against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct Trust Deed or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of Trustee’s acceptance or administration Borrower in respect of the Trust, Loan Agreement. The Trustee has no obligation to take any action (or step) which would or might in its compliance with opinion result in it incurring liabilities of any nature unless it is indemnified and/or secured and/or prefunded to its duties set forth satisfaction in this Agreement, or any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for any claim against any respect of the Indemnified Parties unless Parent same and ExchangeCo shall be notified by 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 in forming any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to opinion the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo Trustee shall be entitled to participate at their rely on legal advice or other advice received by it (as provided for by the Trust Deed) as to the existence and extent of such liabilities without liability to Noteholders for so doing regardless of whether and the extent to which the taking of any action or step by the Trustee is thereby delayed. Nothing contained in these Conditions shall require the Trustee to expend or risk its own expense funds or otherwise incur any financial liability in the defence andperformance of its duties or the exercise of any right, power, authority or discretion hereunder if Parent and ExchangeCo so elect at any time after receipt it has reasonable grounds for believing the repayment of such noticefunds or adequate indemnity against, either of them may assume the defence of any suit brought or security for, such risk or liability is not reasonably assured to enforce any such claim. 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 Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of the Agreementit.

Indemnification of Trustee. Parent and ExchangeCo jointly and severally agree Grantor agrees to indemnify and hold harmless Trustee and each to hold Trustee harmless from and against any and all Claims and Expenses directly or indirectly arising out of its directorsor resulting from any transaction, officers and agents appointed and acting act, omission, event or circumstance in accordance any way connected with this Agreement (collectivelythe Property or the Loan, including but not limited to any Claim arising out of or resulting from any assertion or allegation that Trustee is liable for any act or omission of Grantor or any other Person in connection with the “Indemnified Parties”)ownership, as applicabledevelopment, against all claimsfinancing, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct operation or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of Trustee’s acceptance or administration sale of the TrustProperty; provided, its compliance however, that Grantor shall not be obligated to indemnify Trustee with its duties set forth in this Agreement, respect to any Claim arising solely from the gross negligence or any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Parent and ExchangeCo shall be notified by Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. 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 willful misconduct of Trustee unless: or Beneficiary. WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO TRUSTEE WITH RESPECT TO MATTERS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF, OR ARE CLAIMED TO BE CAUSED BY OR ARISE OUT OF, THE NEGLIGENCE (iWHETHER SOLE, COMPARATIVE OR CONTRIBUTORY) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties to any such suit include both Trustee OR STRICT LIABILITY OF TRUSTEE. HOWEVER, SUCH INDEMNITIES SHALL NOT APPLY TO TRUSTEE TO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TRUSTEE. The agreements and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for indemnifications contained in this Section 8.1 shall apply to Claims arising both before and after the repayment of the Loan and shall survive the termination repayment of the AgreementLoan, any foreclosure or deed, conveyance or assignment in lieu thereof and any other action by Trustee to enforce the rights and remedies of Beneficiary or Trustee hereunder or under the other Loan Documents.

Indemnification of Trustee. Parent and ExchangeCo In case said Trustee shall make any advances of money on account of this trust or shall incur any expenses by reason of being made a party to any litigation on account of holding title, or an interest therein, to said real estate or in connection with this trust, or in case said Trustee shall be compelled to pay any sum of money on account of this trust, whether on account of breach of contract, injury to person or property, fines or penalties under any law or otherwise, the Beneficiaries hereunder do hereby jointly and severally agree that they will on demand pay to the said Trustee, with interest thereon at the highest rate of interest per annum permitted by law or 18% per annum, which ever is lower, all such disbursements or advances or payments made by said Trustee, together with its expenses, including reasonable attorneys’ fees, and that the said Trustee shall not be called on to convey or otherwise deal with said property at any time held hereunder until all of said disbursements, payments, advances, and expenses made or in curred by said Trustee shall have been fully paid, together with interest thereon as aforesaid. Trustee shall have a first lien on all trust property for all monies due it under the terms of this agreement. Beneficiaries, and each of them , agree to reimburse, indemnify and hold harmless Trustee and each of MUNICIPAL TRUST & SAVINGS BANK, its directors, officers and agents appointed employees, both as Trustee hereunder and acting in accordance with this Agreement (collectivelyindividually, the “Indemnified Parties”)from and against any and all liabilities, as applicableclaim s, against all claimsobligations, losses, damages, reasonable penalties, actions, judgments, suits, costs, penaltiesexpenses or disbursements of any kind or nature whatsoever, fines and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, those which may be paidincurred on account of any laws and regulations relating to environmental protection, which may be imposed on, incurred by or suffered by the Indemnified Party by reason asserted against MUNICIPAL TRUST & SAVINGS BANK, its officers and employees, individually or as a result of Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Parent and ExchangeCo shall be notified by Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. Trustee shall have the right to employ separate counsel in any such suit and participate, in the defence thereof but the fees and expenses way relating to or arising out of such counsel shall be at the expense of Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of the Trust Agreement.

Indemnification of Trustee. Parent Trustor and ExchangeCo jointly and severally agree to indemnify the Primary Beneficiary shall, defend, and hold harmless Trustee, as well as its shareholders, fiduciary delegates, officers, employees, advisors and attorneys-in-fact from and against any and all liabilities, damages, obligations, lawsuits, judgments, transactions, requirements, reasonable costs and expenses of any nature including reasonable attorneys’ fees, obtained, resulting from, imposed upon, or incurred by, for purposes of or as a consequence of, actions taken by Trustee for the performance of the Purposes of the Trust, and each the defense of its directorsthe Trust Estate (except if they are a consequence of the duress, officers and agents appointed and acting negligence or bad faith of Trustee or when Trustee undertakes any act that is not expressly authorized by this Agreement) or for fines, penalties or any other debt of any kind in relation to the Trust Estate or this Agreement, whether before administrative, judicial, or arbitral authorities or of any other nature, whether local or federal, domestic or foreign (except if they are a result of duress, negligence or bad faith by Trustee or when Trustee undertakes any action which is not expressly authorized by this Agreement). With the exception of those provisions specifically established in this Agreement, Trustee shall not be obligated to confirm or verify the authenticity of any report or certificate that Trustor and/or the Primary Beneficiary delivers in accordance with this Agreement (collectively, the “Indemnified Parties”), as applicable, against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered Agreement. Trustee does not assume liability with respect to any representation made by the Indemnified Party by reason or as a result of Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Parent and ExchangeCo parties in this Agreement or in the documents relating to the same. Trustee shall be notified by Trustee liable up to the limits and scope of the written assertion of a claim or Trust Estate, without personal liability of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense kind in the defence and, if Parent and ExchangeCo so elect at any time after receipt event that such is not sufficient to cover the obligations arising from the Trust in accordance with the terms of such notice, either of them may assume the defence of any suit brought to enforce any such claimthis Agreement. Trustee shall have civil responsibility for the right to employ separate counsel in any such suit damages and participate, losses incurred by the breach of its obligations assumed in the defence thereof but the fees and expenses of such counsel Trust, so long as they are caused by duress, bad faith and/or negligence. Trustee shall not be at the expense of obliged to exercise any action under this Agreement that exposes it or its officers to liability, that is against its estate, or that is contrary to this Agreement or applicable laws. It is expressly agreed that Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties shall incur no liability for acting pursuant to any such suit include both Trustee notice, consent, certificate or other written instrument that it considers to be genuine and Parent signed by the corresponding party or ExchangeCo and Trustee shall parties, or based on a statement that it considers to have been advised made by counsel acceptable to Parent Trustor or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of the AgreementPrimary Beneficiary.

Indemnification of Trustee. Parent Grantor shall assume liability for, and ExchangeCo jointly shall indemnify, protect, save and severally agree to indemnify and hold keep harmless the Trustee and its Affiliates, agents and employees (each of its directorssuch person called a "TRUSTEE INDEMNIFIED PERSON") from and against any and all liabilities, officers and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”), as applicable, against all claimsobligations, losses, damages, reasonable costs, penalties, fines and reasonable expenses taxes (other than any income taxes on fees or other compensation received by a Trustee Indemnified Person), claims, actions, proceedings, suits, costs (including reasonable attorneys' fees), expenses and disbursements of Trustee’s legal counselany kind and nature whatsoever ("TRUST CLAIMS") which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paidimposed on, incurred by or suffered by asserted against any Trustee Indemnified Person, in any way relating to or arising out of this Trust Agreement, the Indemnified Party by reason Trust created hereby, the Operative Documents or as a result the performance or enforcement of Trustee’s acceptance any of the terms hereof or thereof, or in any way relating to or arising out of the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, sublease, possession, use, operation, maintenance, condition, sale, return, storage or other disposition of the Equipment, or in any way relating to or arising out of the administration of the TrustTrust and the Trust Estate or the action or inaction of any Trustee Indemnified Person hereunder; PROVIDED, its compliance with its duties set forth in this AgreementHOWEVER, or that: (a) the Grantor shall not be required to indemnify any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity Indemnified Person for any claim against any of the Indemnified Parties unless Parent and ExchangeCo shall be notified by Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. 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 Trustee unlessTrust Claims resulting from: (i) acts or omissions that would constitute the employment willful misconduct or gross negligence of such counsel has been authorized by Parent or ExchangeCoTrustee Indemnified Person; or (ii) such Trustee Indemnified Person's negligent handling of monies constituting part of the named parties Trust Estate, but the willful misconduct or gross negligence or, if appropriate, negligence of any one Trustee Indemnified Person shall not affect the rights of any other Trustee Indemnified Person hereunder; and (b) the Grantor shall not be required to indemnify the Trustee with respect to Trust Claims resulting because any such suit include both representation or warranty of the Trustee made expressly in its individual capacity and Parent contained in any Operative Document proves to be untrue or ExchangeCo and inaccurate or because any covenant or agreement made or undertaken by the Trustee in any Operative Document shall have been advised by counsel acceptable to Parent breached or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee)complied with. For certainty, the indemnity provided for The indemnities contained in this Section 8.1 SECTION 3.1 shall inure to the benefit of each Trustee Indemnified Person whether or not the transactions contemplated by the Participation Agreement are consummated and shall survive the termination of this Trust Agreement and of the AgreementTrust created hereby, and such indemnities are expressly made for the benefit of, and shall be enforceable by, each Trustee Indemnified Person even if such Trustee Indemnified Person is no longer a party to this Trust Agreement or was not a party to this Trust Agreement on the date of the execution hereof.

Indemnification of Trustee. Parent The Trustee shall be indemnified and ExchangeCo jointly held harmless out of and severally agree to indemnify and hold harmless Trustee and each the extent of its directors, officers and agents appointed and acting in accordance the Trust Assets with this Agreement (collectively, the “Indemnified Parties”), as applicable, against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, respect to any Loss incurred or suffered by the Indemnified Party by reason Trustee arising out of or as a result of Trustee’s acceptance or administration of the Trust, its compliance incurred in connection with its duties set forth in this Agreement, or any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Parent and ExchangeCo shall be notified by Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. 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 Trustee unless: (i) the employment of such counsel has been authorized by Parent any Trust Assets (including any Loss relating to Leases, Leased Vehicles, consumer fraud, consumer leasing act violations, misrepresentation, deceptive and unfair trade practices and any other claims arising in connection with any Lease, personal injury or ExchangeCo; property damage claims arising with respect to any Leased Vehicle or any claim with respect to any Tax arising with respect to any Trust Asset) or (ii) the named parties acceptance or performance by the Trustee of the trusts and duties contained in this Agreement and the other Trust Documents, with any allocation of such indemnification among the Trust Assets to be made as provided for in Section 3.08 or in a Supplement, provided, however, that the Trustee shall not be indemnified or held harmless out of the Trust Assets as to any such suit include both Trustee and Parent Loss (i) for which the Servicer shall be liable pursuant to Section 6.02 or ExchangeCo and Trustee shall have been advised by counsel acceptable a corresponding section of any Supplement (unless either (A) such Loss is an expense for which the Servicer would be entitled to Parent reimbursement from Trust Assets pursuant to an applicable Servicing Agreement or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in (B) the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo Servicer shall not have paid such Loss upon the right final determination of its liability therefor), (ii) incurred by reason of the Trustee's willful misconduct, bad faith or negligence or (iii) incurred by reason of the Trustee's breach of Section 5.07(a)(i) or 5.12 or its representations and warranties pursuant to assume any Servicing Agreement. To the defence extent that Trust Assets are employed to pay any Loss incurred by the Trustee for which the Servicer is determined to be liable pursuant to Section 6.02 or a corresponding section of such suit on behalf of Trustee but any Supplement, the Trust shall be liable subrogated to pay the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination all rights of the AgreementTrustee to recover such Loss from the Servicer.

Indemnification of Trustee. Parent The Trustee shall not be liable for any error of judgment or act done by the Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, INCLUDING THE TRUSTEE’S OWN NEGLIGENCE, but excluding any of the Trustee’s own gross negligence or willful misconduct found to be such by a final, non-appealable judgment by a court of competent jurisdiction. The Trustee may rely on any instrument, document, or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. All moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law), and ExchangeCo jointly the Trustee shall have no liability for interest on any moneys received by him hereunder. Mortgagor shall reimburse the Trustee for, and severally agree to indemnify and hold save the Trustee harmless against, any and all liability and expenses which may be incurred by the Trustee and each in the performance of its directors, officers and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”), as applicable, against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) whichduties hereunder, without fraudINCLUDING THOSE INCURRED AS A RESULT OF THE TRUSTEE’S OWN NEGLIGENCE, negligencebut excluding such liabilities and expenses that are found by a final, recklessness, wilful misconduct or bad faith on the part non-appealable judgment by a court of such Indemnified Party, may be paid, competent jurisdiction to have been incurred or suffered by the Indemnified Party by reason or as a result of Trustee’s acceptance the gross negligence, willful misconduct, or administration bad faith of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant heretoTrustee. In no case shall Parent or ExchangeCo be liable Mortgagor’s obligations under this indemnity for any claim against any of the Indemnified Parties unless Parent and ExchangeCo shall be notified by 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 (iiSection 6.1(b) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. 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 Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of this Deed of Trust, the Agreementpayment in full of the Secured Obligations, the termination of all obligations of the Issuing Banks and the Banks in respect of Letters of Credit, and the termination or expiration of the Commitments.

Indemnification of Trustee. Parent and ExchangeCo jointly and severally agree to indemnify and hold harmless The Employer hereby indemnifies the Trustee and each of its directors, officers and agents appointed and acting in accordance with this Agreement affiliates (collectively, the “Indemnified Parties”)) against, as applicableand shall hold them harmless from, against any and all loss, claims, lossesliability, damagesand expense, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) whichattorneys' fees, without fraud, negligence, recklessness, wilful misconduct imposed upon or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the any Indemnified Party by reason or as a result of Trustee’s acceptance any acts taken, or administration any failure to act, in accordance with the directions from the Employer or any designee of the Employer, or by reason of the Indemnified Party's good faith execution of its duties with respect to the Trust, including, but not limited to, its holding of assets of the Trust. The Trustee is authorized to prosecute or defend actions, its compliance with its duties set forth in this Agreementsuits, claims or any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity proceedings for any claim against any the protection of Trust assets and of the Indemnified Parties unless Parent and ExchangeCo shall be notified by Trustee in the performance of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any duties of the Indemnified Parties shall have received any such written assertion of a claim Trustee and to represent the Trust in all actions, suits, claims or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claimproceedings. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right authority to employ separate counsel in pay, contest or settle any such suit and participateclaim by or against the Trust by compromise, arbitration or otherwise; to release, in whole or in part, any claim belonging to the defence thereof but Trust to the extent that the claim is deemed uncollectible by the Trustee. Notwithstanding the foregoing, the Trustee may only pay or settle a claim assessed against the Trust by the Employer if it is compelled to do so by a final order of a court of competent jurisdiction which is not subject to appeal. The Employer agrees to indemnify the Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses of such counsel expenses) relating thereto. The Employer's obligations in the foregoing regard shall be at satisfied promptly by the Employer, provided that in the event the loss, claim, liability or expense involved is determined by a no longer appealable final judgment entered in a lawsuit or proceeding to have resulted from the gross negligence or willful misconduct of Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) Trustee, the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised promptly on request thereafter return to the Employer any amount previously received by counsel acceptable the Trustee under this Section with respect to Parent such loss, claim, liability or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or expense. If the Employer does not pay such costs, expenses and liabilities in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certaintyreasonably timely manner, the indemnity provided for in this Section 8.1 shall survive Trustee may obtain payment from the termination of Trust without direction from the AgreementEmployer.

Indemnification of Trustee. Parent and ExchangeCo jointly and severally agree to indemnify and hold harmless The Trustee and each of its directorsofficers, officers employees and agents appointed shall be paid and acting shall be protected, indemnified and saved harmless from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses of any nature (including fees and expenses for attorneys and other professionals) arising from or relating to any action by or any failure to act by the Trustee (and its officers, employees and agents) in accordance with the terms of this Agreement, or the transactions contemplated by this Agreement, except to the extent that any such loss, liability, action, suit, judgment, demand, damage or expense is the result of the gross negligence or willful misconduct of the Trustee, its agents, officers, employees or retained professionals. The Trustee shall be reimbursed out of the Trust Estate for the payment of such obligations or may present such obligations to the Trust for immediate payment without requiring the Trustee to first pay such obligation. The Trustee shall be reimbursed or paid no later than thirty (30) days after presenting to the Trust his request for reimbursement or payment. To the maximum extent permitted by applicable law, no personal liability whatsoever shall attach to or be incurred by the Trustee, any employee, officer or director of Settlor, as such, under or by reason of the terms or conditions contained in or implied from this Agreement. This indemnification obligation of the Trust and the Trustee’s rights hereunder is a material inducement to the Trustees to agree to continue to act pursuant to this Agreement (collectively, and such indemnification shall survive any subsequent amendment to the “Indemnified Parties”), as applicable, against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of Trust Agreement or the Trustee’s legal counselremoval so long as the act taken which gives rise to the Trustee’s (or former Trustee’s) which, without fraud, negligence, recklessness, wilful misconduct claim for indemnification relates to the Trustee’s service as a Trustee or bad faith took place prior to such subsequent amendment to the Trust Agreement or the Trustee’s removal. The Trustee assumes no obligation or responsibility with respect to any action required by this Trust Agreement on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or Settlor and shall have those responsibilities only as a result of Trustee’s acceptance or administration of the Trust, its compliance with its duties expressly set forth in this Agreement, or any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Parent and ExchangeCo shall be notified by Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. 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 Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of the Agreementherein.

Indemnification of Trustee. Parent The Trustee shall be entitled to be fully indemnified by the Company to the fullest extent permitted by law, against all costs, charges, expenses, loss, liability and ExchangeCo jointly and severally agree to indemnify and hold harmless damage (other than those for which it is responsible under Section 9(b) hereof) incurred by it in the administration of the Trust or in the exercise of any power conferred upon the Trustee by this Agreement. The Stockholders, and each of its directorsthem, officers and agents appointed and acting hereby covenant with the Trustee that in the event that the assets of the Company or the proceeds of insurance policies then in effect, if any, are insufficient to indemnify the Trustee in accordance with this Agreement (collectivelythe preceding sentence, the “Indemnified Parties”)Stockholders, as applicableand each of them, against will in proportion to the amount of their respective shares of capital stock subject to this Agreement, hold harmless and keep indemnified the Trustee of and from all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct loss or bad faith on damage which the part of such Indemnified Party, Trustee may sustain or be paid, incurred or suffered by the Indemnified Party put to by reason or of anything it may lawfully do in the execution of this Trust other than as a result of Trustee’s acceptance or administration its wilful misconduct. Notwithstanding the foregoing, the liability of the TrustHarrxxxxxx Xxxst Limited, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Parent and ExchangeCo shall be notified by as Trustee of the written assertion of a claim or of any action commenced against Geneva Trust, shall not exceed the Indemnified Parties, promptly after any value of the Indemnified Parties shall have received assets then held of record or beneficially by the Geneva Trust, including, without limitation, the value of the Shares of which the Geneva Trust is then the beneficial owner. The Trustee hereby agrees not to charge any fees for its services hereunder except for the reimbursement of expenses necessarily incurred in connection with the discharge of its duties hereunder, including without limitation attorney's fees, and the Stockholders, and each of them, hereby agree to reimburse the Trustee for all such written assertion of a claim or shall have been served with a summons or other first legal process giving information as expenses in proportion to the nature and basis amount of the claim. Subject their respective shares of capital stock subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. 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 Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of the Agreement.

Indemnification of Trustee. Parent Other than with respect to its duties to make payment on the Notes when due, and ExchangeCo jointly its duty to pursue the remedy of acceleration as provided respectively in Sections 6.02 and severally agree to indemnify and hold harmless Trustee and 6.09 hereof, for each of its directors, officers and agents appointed and acting in accordance with this Agreement (collectivelywhich no additional security or indemnity may be required, the “Indemnified Parties”)Trustee shall be under no obligation or duty to take any action or refrain from taking any action under this Indenture or to perform any act at the request of Registered Owners or to institute or defend any suit in respect thereof unless properly indemnified and provided with security to its satisfaction as provided in Section 7.01(c) hereof. The Trustee shall not be required to take notice or be deemed to have notice of any Event of Default described in Section 6.01(c) or (d) hereof, as applicable, against all claims, losses, damages, reasonable costs, penalties, fines unless and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on until the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of Trustee’s acceptance or administration Trustee shall have actual knowledge of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for any claim against any occurrence of the Indemnified Parties unless Parent and ExchangeCo shall be notified by Trustee an Event 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 Default thereunder or shall have been served with specifically notified in writing of such Event of Default by an Authorized Representative of the Corporation, a summons Servicer, the Administrator or the Registered Owners of at least 25% in aggregate principal amount of all Notes then outstanding, delivered to the Principal Office of the Trustee identified in Section 9.01 hereof, and in the absence of such notice so delivered the Trustee may conclusively assume no such Event of Default exists. However, the Trustee may begin a suit, or appear in and defend a suit, execute any of the trusts hereby created, enforce any of its rights or powers hereunder, or do anything else in its judgment proper to be done by it as Trustee, without assurance of reimbursement or indemnity, and in such case the Trustee shall be reimbursed or indemnified by the Registered Owners requesting such action, if any, or the Corporation in all other cases, for all fees, costs and expenses, liabilities, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith, unless such costs and expenses, liabilities, outlays and attorneys’ fees and other reasonable disbursements properly incurred in connection therewith are adjudicated to have resulted from the negligence or willful misconduct of the Trustee. In furtherance and not in limitation of this Section, the Trustee shall not be liable for, and shall be held harmless by the Corporation from, following any Corporation Orders, instructions or other first legal process giving information directions upon which the Trustee is authorized to rely pursuant to this Indenture or any other agreement to which it is a party. If the Corporation or the Registered Owners, as appropriate, shall fail to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of make such notice, either of them may assume the defence of any suit brought to enforce any such claim. 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 Trustee unless: (i) the employment of such counsel has been authorized by Parent reimbursement or ExchangeCo; or (ii) the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certaintyindemnification, the indemnity provided for Trustee may reimburse itself from any money in its possession under the provisions of this Section 8.1 shall survive the termination of the Agreement.Indenture,

Indemnification of Trustee. Parent Other than with respect to its duties to make payment on the Notes when due and ExchangeCo jointly its duty to pursue the remedy of acceleration as provided respectively in Sections 6.02 and severally agree 6.08 hereof, for each of which no additional security or indemnity may be required, the Trustee shall be under no obligation or duty to perform any act at the request of Registered Owners or to institute or defend any suit in respect thereof unless properly indemnified and provided with security to its satisfaction as provided in Section 7.01(c) hereof. The Trustee shall not be required to take notice, or be deemed to have knowledge, of any default or Event of Default of the Authority hereunder and may conclusively assume that there has been no such default or Event of Default (other than an Event of Default described in Section 6.01(a) or (b) hereof) unless and until it shall have been specifically notified in writing at the address in Section 9.01 hereof of such default or Event of Default by (a) the Registered Owners of the required percentages in principal amount of the Notes then Outstanding hereinabove specified or (b) an Authorized Representative. However, the Trustee may begin suit, or appear in and defend suit, execute any of the trusts hereby created, enforce any of its rights or powers hereunder, or do anything else in its judgment proper to be done by it as Trustee, with or without assurance of reimbursement or indemnity, and in such case the Trustee shall be promptly reimbursed or indemnified by the Registered Owners requesting such action, if any, or the Authority in all other cases, for all reasonable and documented fees, expenses, liabilities, outlays, agents’ fees and counsel fees and other reasonable disbursements properly incurred in connection therewith, unless such reasonably documented fees, expenses, liabilities, outlays and attorneys’ fees and other reasonable disbursements properly incurred in connection therewith are adjudicated to have resulted from the negligence or willful misconduct of the Trustee. In furtherance and not in limitation of this Section, the Trustee shall not be liable for, and shall be held harmless by the Authority from, following any Authority Orders, instructions or other directions upon which the Trustee is authorized to rely pursuant to this Indenture or any other agreement to which it is a party. If the Authority or the Registered Owners, as appropriate, shall fail to make such reimbursement or indemnification, the Trustee may reimburse itself from any money in its possession under the provisions of this Indenture, subject only to the prior lien of the Notes for the payment of the principal thereof and interest thereon from the Collection Fund. None of the provisions contained in this Indenture or any other agreement to which it is a party shall require the Trustee to act or to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if the Registered Owners shall not have offered security and indemnity acceptable to it. The Authority agrees to indemnify the Trustee for, and to hold it and its agents, directors and employees harmless against, any loss, liability, fees or expenses incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself or its agents, directors and employees against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder arising from the Trust Estate. The Authority agrees to indemnify and hold harmless the Trustee and each of its directorsagents, officers directors and agents appointed employees against any and acting in accordance with this Agreement (collectively, the “Indemnified Parties”), as applicable, against all claims, lossesdemands, damagessuits, reasonable costsactions or other proceedings and all liabilities, penalties, fines costs and reasonable expenses (including reasonable expenses whatsoever caused by any untrue statement or misleading statement or alleged untrue statement or alleged misleading statement of Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on a material fact contained in any offering document distributed in connection with the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of Trustee’s acceptance or administration issuance of the Trust, its compliance with its duties set forth Notes or caused by any omission or alleged omission from such offering document of any material fact required to be stated therein or necessary in this Agreement, or any written or oral instruction delivered order to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for any claim against any make the statements made therein in the light of the Indemnified Parties unless Parent and ExchangeCo shall be notified by Trustee circumstances under which they were made, not misleading. The provisions of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. 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 Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of the AgreementTrustee’s resignation or removal.

Indemnification of Trustee. Parent From and ExchangeCo jointly and severally agree at all times after the date of this Construction Escrow Agreement, the District shall, to the fullest extent permitted by law, defend, indemnify and hold harmless Trustee and each director, officer, employee, attorney, agent and affiliate of its directors, officers and agents appointed and acting in accordance with this Agreement Trustee (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), as applicable, against all claims, losses, damages, reasonable costsliabilities, penalties, fines costs and reasonable expenses of any kind or nature whatsoever (including without limitation reasonable expenses of Trustee’s legal counselattorneys' fees, costs and expenses) which, without fraud, negligence, recklessness, wilful misconduct incurred by or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for any claim asserted against any of the Indemnified Parties unless Parent from and ExchangeCo shall be notified after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by Trustee of any person, including without limitation the written assertion of Parties, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Construction Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any action commenced against the such inquiry or investigation; provided, however, that no Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. Trustee Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel in with respect to any such suit action or claim brought or asserted against it, and participate, in the defence thereof but the reasonable fees and expenses of such counsel shall be at paid upon demand by the expense Parties jointly and severally. The obligations of Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for in District under this Section 8.1 Paragraph 10 shall survive the any termination of this Construction Escrow Agreement and the Agreementresignation or removal of Trustee.

Indemnification of Trustee. Parent and ExchangeCo jointly and severally agree to indemnify and hold harmless Each Trustee and each of its directors, officers the employees and agents appointed or employed by the Trustees pursuant to this Agreement, if any (each an “Indemnified Person” and acting in accordance with this Agreement (collectively, the “Indemnified PartiesPersons”), as applicable, ) shall be indemnified out of all Liquidating Trust Assets against all claimsliabilities and expenses, lossesincluding amounts paid in satisfaction of judgments, damagesin compromise or as fines and penalties, and all costs and expenses, including, but not limited to, reasonable costscounsel fees and disbursements paid or incurred in investigating or defending against any such claim, penaltiesdemand, fines and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) whichaction, without fraud, negligence, recklessness, wilful misconduct suit or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered proceeding by the Indemnified Party Persons in connection with the defense or disposition of any action, suit or other proceeding by the Liquidating Trust or any other Person, whether civil or criminal, in which the Indemnified Person may be involved or with which the Indemnified Person may be threatened while in office or thereafter, by reason of its or his or her being or having been such a Trustee, employee or agent; provided, however, that the Indemnified Person shall not be entitled to such indemnification to the extent that the Indemnified Person shall have been finally adjudicated to have engaged in misconduct intentionally committed in bad faith. The rights accruing to any Indemnified Person under these provisions shall not exclude any other right to which the Indemnified Person may be lawfully entitled. The Trustees shall cause the Liquidating Trust to make advance payments in connection with indemnification under this Section 9.2, provided, that the Indemnified Person shall have given a written undertaking to repay any amount advanced to the Indemnified Person and to reimburse the Liquidating Trust in the event it is subsequently determined in a final adjudication by a court of law that the Indemnified Person is not entitled to such indemnification. The Trustees may purchase with the Liquidating Trust Assets such insurance as they believe, in the exercise of their sole discretion, adequately insures that each Indemnified Person shall be indemnified against any such loss, liability or damage pursuant to this Section 9.2. The rights accruing to any Indemnified Person by reason of the foregoing shall not be deemed to exclude any other right to which he, she or it may legally be entitled nor shall anything else contained herein restrict the right of the Trustees to indemnify or reimburse such Indemnified Person in any proper case even though not specifically provided for herein, nor shall anything contained herein restrict the right of any such Indemnified Person to contribution under applicable law. As security for the timely and full payment and satisfaction of all of the present and future obligations of the parties to the Trustees under this Agreement, including, without limitation, the indemnity obligations hereunder, whether joint or several, the Liquidating Trust (and by accepting distributions hereunder, each Beneficiary) hereby grants to the Trustees, as to the Beneficiaries, a continuing security interest in and to any and all of the Liquidating Trust Assets, whether now existing or hereafter acquired or created, together with the products and proceeds thereof, all payments and other distributions with respect thereto, and any and all investments, renewals, substitutions, modifications and extensions of any and all of the foregoing. In addition, in the event any Trustee has not received any payment, indemnity, reimbursement or other amount due it under this Agreement, then, notwithstanding any other term or provision of this Agreement, such Trustee may, in its discretion, set off and apply any of the Liquidating Trust Assets as is required to pay and satisfy those obligations. Promptly after the receipt by the Trustees of notice of any demand or claim or the commencement of any action, suit or proceeding, the Trustees shall, if a claim in respect thereof is to be made against any of the other parties hereto, notify such other parties thereof in writing; but the failure by the Trustees to give such notice shall not relieve any party from any liability which such party may have to the Trustees hereunder. Notwithstanding any obligation to make payments and deliveries hereunder, the Trustees may retain and hold for such time as they reasonably deem necessary such amount of the Liquidating Trust Assets as the Trustees shall from time to time, in their sole discretion, reasonably deem sufficient to indemnify the Trustees for any such loss or expense and for any amounts due to the Trustees hereunder. Except as required by law or as a result of Trustee’s acceptance expressly provided herein, the Trustees shall be under no duty to institute any suit, or administration of the Trust, its compliance with its duties set forth in to take any remedial procedures under this Agreement, or to enter any written appearance or oral instruction delivered to in any way defend any suit in which any Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo may be liable under this indemnity for any claim against any of made a defendant hereunder until the Indemnified Parties unless Parent and ExchangeCo Trustees shall be notified by Trustee of the written assertion of a claim or of any action commenced against the Indemnified Partiesindemnified as provided above, 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 except as to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. 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 Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of the Agreementexpressly set forth herein.

Indemnification of Trustee. Parent and ExchangeCo jointly and severally agree to indemnify and hold harmless Trustee and each of The Trustee, including without limitation, its officers, directors, officers employees, agents and agents appointed and acting in accordance with this Agreement attorneys (collectively, collectively the “Indemnified PartiesPersons”), as applicable, ) shall be indemnified by and receive reimbursement from the U.S. Distribution Trust Assets against and from any and all claims, losses, liabilities or damages, reasonable costswhich the Indemnified Persons may incur or sustain, penalties, fines in the exercise and reasonable expenses (including reasonable expenses performance of any of the Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of Trustee’s acceptance or administration of the Trust, its compliance with its powers and duties set forth in under this Agreement, except for fraud or any written misconduct knowingly or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant hereto. In intentionally committed in bad faith (“Cause”); provided, however, that no case shall Parent or ExchangeCo be liable under this indemnity for any claim against any of party other than the Indemnified Parties unless Parent and ExchangeCo shall be notified by Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. Trustee shall have the right to employ separate counsel in any cause the U.S. Distribution Trust to indemnify the Indemnified Persons. The Trustee may purchase with the U.S. Distribution Trust Assets, such suit and participateinsurance as it determines, in the defence thereof but the fees and expenses exercise of such counsel its discretion, adequately insures that it shall be at indemnified against any such loss, liability or damage pursuant to this Section 7.3. The rights accruing to the expense Indemnified Persons under these provisions shall not be deemed to exclude any other right to which such Person may be lawfully entitled; provided, that no such Person may satisfy any right of Trustee unless: (i) indemnity or reimbursement granted herein, or to which such Person may be otherwise entitled, except out of the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties U.S. Distribution Trust Assets, and no U.S. Trust Beneficiary shall be personally liable to any such suit include both person with respect to any claim for indemnity or reimbursement or otherwise. The Trustee and Parent or ExchangeCo and Trustee may make advance payments in connection with indemnification under this Section 7.3; provided, that the Indemnified Persons shall have been advised by counsel acceptable given a written undertaking to Parent or ExchangeCo that there may be one or more legal defences available repay any amount advanced to Trustee that are different from or in addition such Person and to those available to Parent or ExchangeCo and that, reimburse the U.S. Distribution Trust in the judgment of event that it is subsequently determined that such counsel, would present a conflict of interest were a joint representation Person is not entitled to be undertaken (in which case Parent and ExchangeCo such indemnification. Nothing contained herein shall not have restrict the right of the Trustee to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certaintyindemnify or reimburse any Person in any proper case, the indemnity even though not specifically provided for in this Section 8.1 herein, nor shall survive anything contained herein restrict the termination right of the Agreementany such Person to contribution under applicable law.

Indemnification of Trustee. Parent and ExchangeCo jointly and severally agree to indemnify and hold harmless The Employer hereby indemnifies the Trustee and each of its directors, officers and agents appointed and acting in accordance with this Agreement affiliates (collectively, the “Indemnified Parties”)) against, as applicableand shall hold them harmless from, against any and all loss, claims, lossesliability, damagesand expense, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) whichattorneys’ fees, without fraud, negligence, recklessness, wilful misconduct imposed upon or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the any Indemnified Party by reason or as a result of Trustee’s acceptance any acts taken, or administration any failure to act, in accordance with the directions from the Employer or any designee of the Employer which is contemplated by, and in conformity with, the terms of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for any claim against any reason of the Indemnified Parties unless Parent and ExchangeCo shall be notified by Trustee Party’s good faith execution of its duties with respect to the Trust, including, but not limited to, its holding of assets of the written assertion Trust. Trustee is authorized to prosecute or defend actions, suits, claims or proceedings for the protection of a claim Trust assets and of the Trustee in the performance of the duties of the Trustee and to represent the Trust in all actions, suits, claims or proceedings. The Trustee shall notify the Employer of any action commenced against such actions, suits, claims or proceedings as soon as reasonably practicable. In connection therewith, upon prior approval from the Indemnified PartiesEmployer, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo shall be entitled to participate at their own expense in the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. Trustee shall have the right authority to employ separate counsel in pay, contest or settle any such suit and participateclaim by or against the Trust by compromise, arbitration or otherwise; to release, in whole or in part, any claim belonging to the defence thereof but Trust to the extent that the claim is deemed uncollectible by the Trustee. Notwithstanding the foregoing, the Trustee may only pay or settle a claim assessed against the Trust by the Employer if it is compelled to do so by a final order of a court of competent jurisdiction which is not subject to appeal. The Employer agrees to indemnify the Trustee against the Trustee’s reasonable costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses expenses) relating thereto, but only if such costs are related to claims by or for the Trust as described above or in connection with a claim against the Trustee that is subject to the indemnity described in the first sentence of such counsel this subsection (b). The Employer’s obligations in the foregoing regard shall be at satisfied promptly by the Employer, provided that in the event the loss, claim, liability or expense involved is determined by a no longer appealable final judgment entered in a lawsuit or proceeding to have resulted from the negligence or willful misconduct of Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) Trustee, the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised promptly on request thereafter return to the Employer any amount previously received by counsel acceptable the Trustee under this Section with respect to Parent such loss, claim, liability or ExchangeCo that there may be one expense. If the Employer does not dispute or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo pay such costs, expenses and that, in liabilities within 60 days after receipt of the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certainty’s invoice therefor, the indemnity provided for in this Section 8.1 shall survive Trustee may obtain payment from the termination of Trust without direction from the AgreementEmployer.

Indemnification of Trustee. Parent (a) The Bank of New York and ExchangeCo jointly the Trustee (including its agents and severally agree employees) shall be indemnified by, and receive reimbursement from (i) the Company (1) during any period prior to indemnify the Opinion Date which is not an Insignificant Investor Period, (2) whenever the assets of the Trust are insufficient or not permitted by applicable law to provide such indemnity and hold harmless (3) after the termination of the Trust to the extent that the Trustee did not have actual knowledge, or should not have reasonably known, of a potential claim against the Trustee for which a reserve could have been established and each of its directors, officers and agents appointed and acting used to satisfy such claim in accordance with this Agreement Section 9.03 prior to the final distribution of assets of the Trust upon its termination or to the extent any such reserve was insufficient and (collectively, ii) the “Indemnified Parties”), as applicableTrust Estate during any other period, against and from any and all claimsliability, lossesexpense, damagesclaim, reasonable costs, penalties, fines and reasonable expenses damage or loss (including reasonable expenses of Trustee’s legal counselfees and expenses) whichincurred by it, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason individually or as a result of Trustee’s acceptance or , in the administration of the Trust, its compliance with its duties set forth in this AgreementTrust and the Trust Estate or any part or parts thereof, or in the doing of any written act done or oral instruction delivered performed or omission occurring on account of its being Trustee or any consequence thereof, including without limitation, those resulting from any non-exempt prohibited transaction or its resignation as Trustee, except (1) such liability, expense, claim, damage or loss arising from the Trustee's negligence, bad faith or fraud and (2) any loss resulting from the Trustee's expenses (direct or indirect) in acting hereunder exceeding the compensation and reimbursement provided for pursuant to Sections 7.03, 7.04 and 7.05 hereof. From and after the Opinion Date and during any Insignificant Investor Period, the Trustee by Parent shall have a lien upon the Trust Estate to secure it for such indemnification and reimbursement and for compensation to be paid to it; provided, however, that any such lien on the Royalty Interest shall be deemed released upon a sale or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for any claim against any other disposition of the Indemnified Parties unless Parent and ExchangeCo shall be notified by same. Except as provided in Section 3.07 hereof, neither the Trustee nor any agent or employee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Parent and ExchangeCo Trustee shall be entitled to participate at their own expense in any reimbursement or indemnification from any Unit Holder for any liability, expense, claim, damage or loss incurred by the defence and, if Parent and ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce Trustee or any such claimagent or employee. Notwithstanding the foregoing, the Trustee shall have not be entitled to indemnity from the right Trust Estate with respect to employ separate counsel in any such suit and participate, in the defence thereof but the fees and expenses matters for which it is entitled to indemnity pursuant to paragraph (b) of such counsel shall be at the expense of Trustee unless: (i) the employment of such counsel has been authorized by Parent or ExchangeCo; or (ii) the named parties to any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised by counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo shall not have the right to assume the defence of such suit on behalf of Trustee but shall be liable to pay the reasonable fees and expenses of counsel for Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of the Agreement7.02.