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”) 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 the Fiscal Agent and ExchangeCo jointly the Paying Agent. (a) The Trustee, the Fiscal Agent, the Certificate Registrar and severally agree to indemnify and hold harmless Trustee the Paying Agent and each of its respective directors, officers officers, employees, agents and agents appointed Controlling Persons shall be entitled to indemnification from the Trust for any and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damagespenalties, reasonable fines, forfeitures, legal fees and related costs, penaltiesjudgments and any other costs, fines liabilities, fees and reasonable expenses (including reasonable expenses of Trustee’s incurred in connection with any legal counsel) whichaction incurred without negligence or willful misconduct on their respective part, without fraudarising out of, negligenceor in connection with this Agreement, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by Certificates and the Indemnified Party by reason or as a result of Trustee’s acceptance or administration of the Trusttrusts or duties created hereunder (including, its compliance without limitation, any unanticipated loss, liability or expense incurred in connection with its duties set forth in any action or inaction of the Master Servicer, the Special Servicer or the Depositor or of each other such Person hereunder but only to the extent the Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be, is unable to recover within a reasonable period of time such amount from such third party pursuant to 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 ) including the costs and expenses of defending themselves against any claim against in connection with the exercise or performance of any of their powers or duties hereunder and the Indemnified Parties unless Parent Trustee, the Fiscal Agent, the Certificate Registrar and ExchangeCo shall be notified by Trustee the Paying Agent and each of the written assertion of a claim or of any action commenced against the Indemnified Partiestheir respective directors, 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 officers, employees, agents and basis of the claim. Subject to (ii) below, Parent and ExchangeCo Controlling Persons shall be entitled to participate at their own indemnification from the Trust for any unanticipated loss, liability or expense incurred in connection with the defence andprovision by the Trustee, if Parent the Fiscal Agent, the Certificate Registrar and ExchangeCo so elect at any time after receipt the Paying Agent of such notice, either of them may assume the defence of any suit brought reports required to enforce be provided by it pursuant to this Agreement; provided that: (i) with respect to any such claim. Trustee , the Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be, shall have given the right Depositor, the Master Servicer, the Sellers, each other and the Holders of the Certificates written notice thereof promptly after a Responsible Officer of the Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be, shall have knowledge thereof; provided, however, that failure to employ separate counsel give such notice to the Depositor, Master Servicer, the Sellers, each other and the Holders of Certificates shall not affect the Trustee's, Fiscal Agent's, Certificate Registrar's or Paying Agent's, as the case may be, rights to indemnification herein unless the Depositor's defense of such claim on behalf of the Trust is materially prejudiced thereby; (ii) while maintaining control over its own defense, the Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be, shall cooperate and consult fully with the Depositor in preparing such defense; and (iii) notwithstanding anything to the contrary in this Section 7.11, the Trust shall not be liable for settlement of any such claim by the Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be, entered into without the prior consent of the Depositor, which consent shall not be unreasonably withheld. (b) The provisions of this Section 7.11 shall survive any termination of this Agreement and the resignation or removal of the Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be. (c) The Depositor shall indemnify and hold harmless the Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be, their respective directors, officers, employees or agents and Controlling Persons from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, to which the Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be, their respective directors, officers, employees or agents or Controlling Person may become subject under the 1933 Act, insofar as such loss, claim, damage, liability or action arises out of, or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Private Placement Memorandum, the Preliminary Prospectus Supplement, the Final Prospectus Supplement or the Prospectus, or arises out of, or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made, not misleading and shall reimburse the Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be, their respective directors, officers, employees, agents or Controlling Person for any legal and other expenses reasonably incurred by the Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be, or any such director, officer, employee, agent or Controlling Person in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action; provided, that the Depositor shall not be liable in any such suit and participate, in case to 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 extent that any such suit include both Trustee loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission made in any such Private Placement Memorandum, Preliminary Prospectus Supplement, Final Prospectus Supplement or Prospectus in reliance upon and Parent in conformity with written information concerning the Trustee, the Fiscal Agent, the Certificate Registrar or ExchangeCo and Trustee shall have been advised the Paying Agent, as the case may be, furnished to the Depositor 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 such person specifically for inclusion therein. It is hereby expressly agreed that the reasonable fees and expenses of counsel for only written information provided by the Trustee). For certainty, the indemnity provided Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be, for inclusion in the Preliminary Prospectus Supplement and Final Prospectus Supplement is set forth in the case of the Trustee in the second, fourth and fifth sentences and in the case of the Fiscal Agent in the penultimate sentence under the caption entitled "DESCRIPTION OF THE OFFERED CERTIFICATES--The Trustee and the Fiscal Agent" and in the case of the Paying Agent, the third and fourth sentences under the "DESCRIPTION OF THE OFFERED CERTIFICATES--The Paying Agent, Certificate Registrar and the Authenticating Agent". The Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be, shall immediately notify the Depositor and the Sellers if a claim is made by a third party with respect to this Section 8.1 7.11(c) entitling such person, its directors, officers, employees, agents or Controlling Person to indemnification hereunder, whereupon the Depositor shall assume the defense of any such claim (with counsel reasonably satisfactory to such person) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any rights the Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be, their respective directors, officers, employees, agents or Controlling Person may have to indemnification under this Section 7.11(c), unless the Depositor's defense of such claim is materially prejudiced thereby. The indemnification provided herein shall survive the termination of this Agreement and the Agreementresignation or removal of the Trustee, the Fiscal Agent or the Paying Agent. The Depositor shall not be indemnified by the Trust for any expenses incurred by the Depositor arising from any violation or alleged violation of the 1933 Act or 1934 Act by the Depositor.

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”1) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) 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 (1) The Corporation will at all times keep the Trustee indemnified and ExchangeCo jointly save the Trustee harmless from 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”) against all claims, demands, losses, damagesactions, reasonable causes of action, costs, penaltiescharges, fines expenses, damages and reasonable liabilities whatsoever arising in connection with this Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated hereby, legal fees and disbursements of counsel engaged by the Trustee on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity (unless such enforcement is unsuccessful), which the Trustee may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as trustee and including any deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this Section 12.3(1) do not apply to the extent that the Trustee or its employees have acted fraudulently or negligently. (2) The Corporation hereby agrees to indemnify the Trustee, its directors, officers, employees, and agents, and all of their successors and assigns (collectively the "Indemnified Parties") against any loss, expenses, claim, liability or asserted liability (including reasonable strict liability and including costs and expenses of Trustee’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct abatement and remediation of spills or bad faith on the part releases 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 contaminants and including liabilities of the Indemnified Parties unless Parent and ExchangeCo shall be notified by Trustee to third parties (including governmental agencies) in respect of bodily injuries, property damage, damage to or impairment of the written assertion of a claim environment or of any action commenced against the Indemnified Parties, promptly after any other injury or damage and including liabilities of the Indemnified Parties shall have received any such written assertion of to third parties for the third parties' foreseeable and unforeseeable consequential damages) incurred as a claim or shall have been served with a summons or other first legal process giving information as to result of: (a) the nature and basis administration of the claim. Subject to trust created hereby; or (iib) 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 exercise by the defence Trustee of any suit brought to enforce any such claim. Trustee shall have rights hereunder or under the right to employ separate counsel in any such suit and participateSecurity; which result from or relate, in the defence thereof but the fees and expenses of such counsel shall be at the expense of Trustee unless: directly or indirectly, to: (i) the employment presence or release of such counsel has been authorized any contaminants, by Parent any means or ExchangeCo; for any reason, on the property subject to the Security, whether or not release or presence of the contaminants was under the control, care or management of the Corporation or of a previous owner, or of a tenant; (ii) any contaminant present on or released from any contiguous property to the named parties property subject to the Security; or (iii) the breach or alleged breach of any such suit include both Trustee and Parent or ExchangeCo and Trustee shall have been advised environmental laws 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 AgreementCorporation.

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 claimsliabilities, claim s, obligations, 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 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 in accordance with this Agreement held harmless against any loss, liability or expense incurred (collectively, the “Indemnified Parties”a) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses without (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 arising out of or as a result of Trustee’s in connection with the acceptance or administration of this Trust and any actions taken in accordance with the Trust, 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 Equity Gold Shares and without (2) reckless disregard on the part of such Trustee Indemnified Party of 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 Equity 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 Equity 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 to the Trustee given by the Sponsor or counsel to the Trust 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 Trustee and each of its directors, officers officers, employees and agents appointed and acting shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in accordance connection with this Agreement (collectivelyany legal proceeding or incurred without negligence or willful misconduct on its part, arising out of, or in connection with, the “Indemnified Parties”) 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 trusts created hereunder or in connection with the performance of its duties set forth in this hereunder and under the Underlying Trust Agreement, or including any written or oral instruction delivered applicable fees and expenses payable pursuant to Trustee by Parent or ExchangeCo pursuant hereto. In no case shall Parent or ExchangeCo be liable under this indemnity for Section 6.11 and the costs and expenses of defending themselves against any claim against in connection with the exercise or performance of any of their powers or duties hereunder, provided that: (i) with respect to any such claim, the Indemnified Parties unless Parent Trustee shall have given the Depositor and ExchangeCo shall be notified by Trustee the Holders written notice thereof promptly after a Responsible Officer of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties Trustee shall have received any knowledge thereof provided that the failure to provide such prompt written assertion of a claim or notice shall have been served with a summons or other first legal process giving information as not affect the Trustee’s right to the nature and basis of the claim. Subject to indemnification hereunder; (ii) belowwhile maintaining control over its own defense, Parent the Trustee shall cooperate and ExchangeCo consult fully with the Depositor in preparing such defense; and (iii) notwithstanding anything to the contrary in this Section 6.10, the Trust Fund shall not be liable for settlement of any such claim by the Trustee entered into without the prior consent of the Depositor, which consent shall not be unreasonably withheld or delayed. All sums due the Trustee pursuant to the foregoing indemnity and pursuant to Section 6.11 shall be reimbursable to the Trustee from the Interest Remittance Amount, up to the Expense Cap. Notwithstanding any provisions in this Agreement to the contrary, in the event that (i) the Interest Remittance Amount for any Distribution Date is insufficient to reimburse the Trustee for all outstanding amounts required to be reimbursed pursuant to this Section or Section 6.11, then the Trustee shall be entitled to participate at their own expense in reimbursement (subject to the defence and, if Parent and ExchangeCo so elect at any time after receipt Expense Cap) of such notice, either of them may assume the defence of any suit brought to enforce any outstanding amounts on one or more subsequent Distribution Dates until such claim. Trustee shall amounts have the right to employ separate counsel in any such suit been fully reimbursed 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) any outstanding amounts required to be reimbursed pursuant to this Section or Section 6.11 cannot be reimbursed on a Distribution Date as a result of the named parties to any such suit include both Trustee and Parent or ExchangeCo and application of the Expense Cap, then the Trustee shall have been advised by counsel acceptable be entitled to Parent or ExchangeCo that there may be reimbursement of such amounts in one or more legal defences available subsequent calendar years, subject to the Expense Cap for each such subsequent calendar year, until such amounts have been fully reimbursed to the Trustee. The provisions of this Section 6.10 shall survive any termination of this Agreement and the resignation or removal of the 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 construed to pay the reasonable fees and expenses of counsel for Trustee). For certaintyinclude, the indemnity provided for in this Section 8.1 shall survive the termination of the Agreementbut not be limited to any loss, liability or expense under any environmental law.

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”) 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 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 Equity Gold Shares incurred without (collectively, the “Indemnified Parties”1) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) 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 Equity 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 Equity 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 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”) against Authority in all claimsother cases, lossesfor all fees, damages, reasonable costs, penalties, fines costs 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 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 counsel fees, costs and expenses reasonably 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 at held harmless by the expense of Authority from, following any Authority Orders, instructions or other directions, and the Trustee unless: (i) the employment of such counsel has been is authorized by Parent to conclusively rely pursuant to this Indenture or ExchangeCo; or (ii) the named parties any other agreement to which it is a party on any such suit include both 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 and Parent 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 ExchangeCo and any other agreement to which it is a party shall require the Trustee shall have been advised by counsel acceptable to Parent act or ExchangeCo that there may be one to expend or more legal defences available to Trustee that are different from risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in addition to those available to Parent the exercise of any of its rights or ExchangeCo and that, in powers if the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Parent and ExchangeCo Noteholders shall not have the right offered security and indemnity acceptable to assume the defence it or if it shall have reasonable grounds for believing that prompt repayment of such suit on behalf of Trustee but shall be liable funds or adequate indemnity against such risk or liability is not reasonably assured 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 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 against, and shall hold them harmless from, 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 and ExchangeCo jointly and severally agree (a) The Trustee shall be under no obligation or duty to indemnify and hold harmless Trustee and each perform any act at the request of its directors, officers and agents appointed and acting in accordance with this Agreement (collectivelyany Credit Provider, the “Indemnified Parties”) City or the Owners of Obligations or the Tenant or RentCo to institute or defend any suit with respect hereto or to exercise any remedy hereunder unless properly indemnified to its reasonable satisfaction against all claimscosts, losses, damagesexpenses and liabilities which might be incurred by it in compliance with such request. The Trustee shall not be required to take notice, or be deemed to have knowledge, of any default of the City hereunder (except a failure to pay Bond Insurance Premium, Debt Service or Administrative Expenses) or of RentCo or the Tenant unless it shall have actual knowledge thereof and may conclusively assume that there has been no such default unless and until it shall have been specifically notified in writing of such default by a Credit Provider or an Owner; provided, however, that in the event the Trustee has actual knowledge of any default hereunder, it shall promptly give notice of such default to the City, RentCo , the Tenant and any Credit Provider. (b) The City agrees, to the extent provided by law, to indemnify the Trustee and to hold it harmless against any claims, demands, suits, actions, loss, liability, cost or expense (including, without limitation, reasonable costsout-of-pocket fees, penalties, fines costs and reasonable expenses (including reasonable expenses of Trustee’s legal counsel) which, incurred without fraud, negligence, recklessness, wilful misconduct negligence or bad faith on its part, arising out of or in connection with the part acceptance 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 Agreementtrusts hereunder, 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 the carrying out of any of the Indemnified Parties unless Parent transactions contemplated by the Obligations, the Credit Agreement Obligations, this Indenture, and ExchangeCo shall be notified by Trustee of related documents, including 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 costs and expenses of defending itself or its officers, directors, agents and employees against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, to the extent permitted by law, provided that payment of such counsel amounts shall be at solely from 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 assets of the AgreementTrust Estate and limited to the extent permitted by applicable law.

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”) 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 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”) against all claimsownership, lossesdevelopment, damagesfinancing, 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 (i) Administrator shall indemnify the Trustee against, and ExchangeCo jointly hold the Trustee harmless from, any liability or expense (including reasonable counsel fees) relating to, or in any way connected with, the acceptance of its appointment as Trustee or acting as Trustee hereunder except for any liability or expense arising out of gross negligence or willful misconduct on the part of the Trustee. Without limiting the generality of the foregoing, the Trustee shall have no duty or responsibility for and severally agree shall not be deemed to have been grossly negligent with respect to, and Administrator shall indemnify and hold harmless the Trustee and each against, any liability arising out of the performance of its directors, officers duties hereunder and agents appointed and acting under the Trust Agreement. (ii) If the indemnifications provided for in subsection (i) above are invalid or unenforceable in accordance with this Agreement (collectivelytheir terms, then Administrator shall contribute to the “Indemnified Parties”) 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 amount paid or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered payable by the Indemnified Party by reason or Trustee as a result of any such underlying liability with respect to such indemnifications in such proportion as is appropriate to reflect the 4872-6894-2959.4 relative benefits received by Administrator, on the one hand, and the Trustee’s acceptance , on the other, from the issuance and sale of such Certificates. (iii) In case any claim shall be made or administration of action brought against 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 reason for which indemnity may be sought against any Administrator as provided above, the Trustee may promptly notify Administrator in writing setting forth the particulars of the Indemnified Parties unless Parent and ExchangeCo shall be notified by Trustee of the written assertion of a such 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 Administrator may assume the defence of any suit brought to enforce any such claimdefense thereof. In the event that Administrator assumes the defense, the Trustee shall have the right to employ retain separate counsel in any such suit and participate, in the defence thereof action but shall bear the fees and expenses of such counsel shall be at the expense of Trustee unless: unless (i) the employment Administrator shall have specifically authorized the retaining 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 (including the Trustee) have been advised in writing by such counsel acceptable to Parent or ExchangeCo that there may be one or more legal defences defenses may be available to Trustee that are different from or in addition to those it which may not be available to Parent or ExchangeCo and thatthe Administrator, 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 the Administrator shall not have the right be entitled to assume the defence defense of such suit on behalf of Trustee but shall be liable notwithstanding its obligation to pay bear the reasonable fees and expenses of counsel for Trustee). For certaintysuch counsel. (iv) The term “liability,” as used in this Section, shall include any losses, claims, damages, expenses (including, without limitation, the indemnity provided Trustee’s reasonable costs and expenses in defending itself against any losses, claims or investigations of any nature whatsoever) or other liabilities, joint or several, arising for in any reason under this Section 8.1 Trust Agreement (including, without limitation, violation of applicable laws or trademarks or service marks). (v) Upon any removal or resignation of the Trustee, such Trustee’s right to indemnification and the Administrator’s obligations to indemnify such Trustee hereunder shall survive such removal or resignation. (vi) The Trustee agrees that in no event shall it have any right to make any claim against the termination of Portfolio Assets or other amounts held under the AgreementTrust Agreement for any amount owed to it under this Section.

Indemnification of Trustee. Parent and ExchangeCo jointly and severally agree (a) The Company agrees, to indemnify the extent permitted by applicable law, to indemnify, defend and hold harmless Trustee the Trustee, his counsel, and each of its directors, officers and agents appointed and acting in accordance with this Agreement accountant (collectively, the “Indemnified Parties”) ), to the full extent lawful, from and against all any losses, claims, lossesdamages and liabilities, damagesjoint or several, reasonable costsrelated to or arising in any manner out of this Trust Agreement, penaltiesany actions taken or omitted to be taken by an Indemnified Party in connection with the provision of services to the Trust or to the Trustee, fines or to any other matter (collectively, the “Matters”) contemplated by the engagement of the Trustee under this Trust Agreement, and reasonable will promptly pay for any and all expenses (including reasonable fees and expenses of Trustee’s legal counsel) whichas incurred, without fraudif such expenses are not paid out of the Trust Fund, negligencein connection with the investigation or preparation for or defense of any pending or threatened claim related to or arising in any manner out of any matters contemplated by the engagement of the Trustee hereunder or any action or proceeding arising therefrom (collectively, recklessness“Proceedings”), wilful misconduct whether or bad faith on the part of not such Indemnified Party, may Party is a formal party to any such Proceedings. (b) In any action for which indemnification is sought the Company will only retain counsel reasonably acceptable to the Indemnified Party to represent the Indemnified Party (in which case the Company shall not thereafter be paid, incurred or suffered responsible for the fees and expenses of any separate counsel retained by the Indemnified Party by reason or parties except as a result of Trustee’s acceptance set forth below) or administration authorize the Indemnified Party to employ separate counsel at the expense of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered Company. Notwithstanding the retention by the Company of counsel 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 represent 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 Party in an action, 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 Party shall have the right to employ separate counsel in any such suit (including local counsel), and participatethe Company shall be responsible for the payment of all fees, in the defence thereof but the fees costs and expenses of such separate counsel if (I) the actual or potential Defendants in, or targets of, any such action include both the Indemnified Party and the Company and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified Parties which are different from or additional to those available to the Company, (II) the Company shall not have employed counsel reasonably acceptable to the indemnified Party to represent the Indemnified Party within a reasonable time after notice of the institution of such action or (III) the Company has authorized in writing the Indemnified Party to employ separate counsel at the expense of Trustee unless: the Company. (ic) 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 No Indemnified Party shall have been advised any liability, regardless of the legal theory advanced (whether direct or indirect, in contract, tort or otherwise), to the Company or any other person or entity (including the Company’s equity holders, creditors, and STEM Employees) related to, in connection with, or arising out of this Trust Agreement or the services to be provided hereunder, except for any losses, claims, damages, liabilities or expenses that a court of competent jurisdiction shall have determined by counsel acceptable to Parent final Judgment resulted solely from the gross negligence or ExchangeCo that there may willful misconduct of an Indemnified Party. The indemnity, reimbursement and contribution obligations of the Company shall be one or more legal defences available to Trustee that are different from or in addition to those available to Parent or ExchangeCo any liability which the parties may otherwise have 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 binding upon and inure to pay the reasonable fees benefit of any successors, heirs and expenses personal representatives of counsel for Trustee). For certaintyan Indemnified Party. (d) The indemnity, reimbursement and contribution provisions set forth herein shall remain operative, and in full force and effect, regardless of any termination or the indemnity provided for in completion or expiration of this Section 8.1 shall survive the termination of the this Trust Agreement.