Common use of Protection of Trustee Clause in Contracts

Protection of Trustee. (1) The Trustee shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any security deposited with it, subject to compliance with the standard of care referred to in Section 6.01. (2) None of the provisions in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers. (3) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.

Protection of Trustee. By way of supplement to the provisions of any law from time to time applicable to trustees, it is expressly declared and agreed as follows: (1) The Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with itrepresentations, subject statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in section 10.10 or by virtue of the certification by the Trustee of the Warrant Certificates) or required to compliance with verify the standard of care referred same, but all those statements or recitals are and shall be deemed to in Section 6.01be made by the Corporation. (2) None Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the provisions in registration (or filing or renewal thereof) of this Agreement will require the Trustee in its personal capacity under Indenture or any circumstances whatever to expend instrument ancillary or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powerssupplemental hereto. (3) The Trustee will shall not be required bound to disburse moneys according give notice to this Agreement only to any person or persons of the extent that moneys have been deposited with itexecution hereof. (4) The Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained or of any acts of any director, officer, employee or agent of the Corporation. (5) The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have has been required so to do under the terms hereof; hereof nor shall the Trustee be required to take notice of any failure by it in default of the exercise of its powers or the carrying out of its obligations Corporation hereunder (a “default”), unless and until notified in writing of such default, the default (which notice shall distinctly must specify the default desired to be brought to the attention nature of the Trustee and default) and, in the absence of any such notice that notice, the Trustee may for all purposes of this Agreement hereunder conclusively assume that no default by the Corporation hereunder has been madeoccurred. No such The giving of any notice shall in any no way limit any the discretion herein given to of the Trustee hereunder as to determine whether or not the Trustee shall take any action with is required to be taken in respect to such defaultof any default hereunder. (56) The Trustee shall not be liable in any manner, accountable with respect to the validity or held in breach of this Agreement, if prevented, hindered value (or delayed in the performance kind or observance amount) of any of its obligations hereunder because of Shares or Warrants or other securities or property which may at any cause beyond its control which prevents its performance time be issued or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by delivered upon the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent the rights attaching to the time lost because of any delay that is excusable under this Section 6.08(5)Warrant. (67) The obligation Trustee is not responsible for any failure of the Trustee Corporation to take make any action not contemplated in its duties hereundercash payment or to issue, shall be conditional transfer or deliver Shares or certificates for the same upon the New Transit, surrender or deemed surrender of any Warrant Certificates for the Partnership or another person furnishing, when required purpose of the exercise of the Warrants represented by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereofWarrant Certificates.

Protection of Trustee. (1) The By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: 11.8.1. the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with the standard statements of care referred to in Section 6.01. (2) None of the provisions fact or recitals in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties Indenture or in the exercise Notes (except the representation contained in Section 11.2 and in the certificate of any of its the Trustee rights on the Notes) or powers. (3) The Trustee will be required to disburse moneys according verify the same, but all such statements or recitals are and shall be deemed to be made by the Issuer; 11.8.2. nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement only to Indenture or any instrument ancillary or supplemental hereto; 11.8.3. the extent that moneys have been deposited with it. (4) The Trustee shall not be be: 11.8.3.1 bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do so under the terms hereof; nor shall the Trustee be or 11.8.3.2 required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”)default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice notice, the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No occurred in the observance and performance of any of the representations, warranties, covenants, agreements or conditions contained in this Indenture, and any such notice shall in any no way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such any default.; (5) The 11.8.4. the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Issuer of any of the covenants herein contained or of any acts of the agents of the Issuer; 11.8.5. the Trustee shall not be liable for any action taken or omitted by it, or any action suffered by it except through its own gross negligence or willful misconduct; 11.8.6. the Issuer shall indemnify and save harmless the Trustee and its officers, directors, employees, representatives and agents from and against any and all liability, losses, costs, claims, actions or demands whatsoever brought against the Trustee which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever kind or nature, save only in the event of the gross negligent action, the gross negligent failure to act or the willful misconduct of the Trustee or any of its officers, directors, employees, representatives or agents; and it is understood and agreed that this indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trustee; 11.8.7. the Trustee will not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of any Person on whose signature the Trustee may be called upon or entitled to act or refrain from acting under this Indenture nor shall the Trustee be responsible for relying on the accuracy of the information contained in any manner, such document provided it honestly and in good faith believes such information to be correct. 11.8.8. the Trustee shall not be required to give security for the execution of the trusts or held its conduct or administration under this Indenture; 11.8.9. the Trustee will not be required to disburse monies according to this Indenture except to the extent that monies have been deposited with it; 11.8.10. none of the provisions contained in breach of this Agreement, if prevented, hindered Indenture shall require the Trustee to expend or delayed risk its own funds or otherwise incur financial liability in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance duties or observance in the exercise of any of its obligations hereunder rights or powers unless indemnified as aforesaid and provided with sufficient funds or to give any bond or security in respect of the trust and powers of this Indenture; 11.8.11. the Trustee shall retain the right not caused by its fault or default to act and shall not avoidable by be held liable for refusing to act unless it receives clear and reasonable documentation which complies with the terms of this Indenture. Such documentation must not require the exercise of reasonable effort on its partany discretion or independent judgment, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakesexcept as otherwise provided herein; 11.8.12. The performance or observance of such obligations the Issuer shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory provide to the Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to protect and hold harmless give instructions to the Trustee against costs, changeshereunder. The Trustee shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. The Trustee shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this Section; and 11.8.13. the Trustee shall be entitled to rely, and expenses and liabilities act upon, on any direction, order, instruction, notice or other communication provided to be incurred as a result of such act and any loss and damages it would reasonably be expected hereunder which is sent to suffer it by reason thereoffacsimile or electronic transmission.

Protection of Trustee. ‌ (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with statements of fact or recitals in this Warrant Indenture or in the standard of care referred to Certificated Warrants (except the representations and warranties contained in Section 6.01. (2) None of the provisions in this Agreement will require 6.1 and Section 6.10 which are being given by the Trustee in its personal capacity under any circumstances whatever capacity) or required to expend verify the same, but all such statements or risk its own funds or otherwise incur financial liability in recitals are and shall be deemed to be made by the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers.Corporation; (3b) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give to any Person notice of the execution of this Warrant Indenture unless and until a default and declaration of acceleration has occurred, and the Trustee has determined or do become obliged to enforce the same; (c) the Trustee shall not incur any liability or take be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Warrant Indenture or of any acts of the agents or servants of the Corporation; (d) the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Warrant Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Warrant Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, 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, action deed, matter or proceeding by virtue thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the powers conferred on it hereby unless and until it shall have been required so gross negligence or reckless disregard in acting or failing to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers act, or the carrying out of its obligations hereunder (a “default”)wilful misconduct, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention dishonesty or bad faith of the Trustee Trustee. It is understood and in agreed that this indemnification shall survive the absence of any such notice the Trustee may for all purposes termination or discharge of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein Warrant Indenture or the resignation or removal of the Trustee; (f) the rights, privileges, protections, immunities and benefits given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its partTrustee, including, without limitation, an the right to be indemnified, are extended to, and shall be enforceable by, Alliance Trust Company, and each agent, custodian and other Person employed to act hereunder; (g) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of Godany kind whatsoever (including, riotsbut not limited to, terrorism, acts loss of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance profit) irrespective of whether such Trustee has been advised of the likelihood of such obligations shall be extended for a period loss or damage and regardless of time equivalent the form of action; (h) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Warrant Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the time lost because performance of any delay that is excusable of the trusts and powers vested in it by this Warrant Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (i) the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any matter under this Section 6.08(5).Warrant Indenture, unless the Trustee shall have received from the Corporation or a Holder written notice stating the matter in respect of which the Trustee should have notice or actual knowledge; and (6j) The obligation the Trustee shall not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Trustee to take Corporation or of any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to Person on whose signature the Trustee may be called upon to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereofor refrain from acting under this Warrant Indenture.

Protection of Trustee. By way of supplement to any Applicable Law from time to time relating to trustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly agreed that: (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with statements of fact or recitals in this Indenture or in the standard of care referred to Debentures (except the representations and warranties contained in Section 6.01. (2) None of the provisions in this Agreement will require 8.1 and Section 8.11 which are being given by the Trustee in its personal capacity under any circumstances whatever capacity) or required to expend verify the same, but all such statements or risk its own funds or otherwise incur financial liability in recitals are and shall be deemed to be made by the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers.Corporation; (3b) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give to any Person notice of the execution of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or do become obliged to enforce the same; (c) the Trustee shall not incur any liability or take be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Indenture or of any acts of the agents or servants of the Corporation; (d) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by the law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, 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, action deed, matter or proceeding by virtue thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the powers conferred on it hereby unless gross negligence or reckless disregard in acting or failing to act, or the wilful misconduct, dishonesty or bad faith of the Trustee. It is understood and until it agreed that this indemnification shall have been required so to do under survive the terms hereof; nor shall termination or discharge of this Indenture or the resignation or removal of the Trustee; (e) without limiting the generality of (d), the Corporation will indemnify and hold harmless the Trustee and upon written request reimburse the Trustee for the amount of (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under clauses (i) and (ii) of this Section 8.10(e), but excluding any taxes on the Trustee’s net income arising from fees for acting as the trustee hereunder or in respect of the Trustee’s capital. (f) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (g) the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”)matter under this Indenture, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with have received from the Corporation or a Holder written notice stating the matter in respect to such default.of which the Trustee should have notice or actual knowledge; and (5h) The the Trustee shall not be liable in responsible for any manner, error made or held in breach of this Agreement, if prevented, hindered or delayed in act done by it resulting from reliance upon the performance or observance signature of any Person on behalf of its obligations hereunder because the Corporation or of any cause beyond its control which prevents its performance Person on whose signature the Trustee may be called upon to act or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable refrain from acting under this Section 6.08(5)Indenture. (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.

Protection of Trustee. By way of supplement to any Applicable Law from time to time relating to trustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly agreed that: (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with statements of fact or recitals in this Indenture or in the standard of care referred to Debentures (except the representations and warranties contained in Section 6.01. (2) None of the provisions in this Agreement will require 8.1 and Section 8.11 which are being given by the Trustee in its personal capacity under any circumstances whatever capacity) or required to expend verify the same, but all such statements or risk its own funds or otherwise incur financial liability in recitals are and shall be deemed to be made by the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers.Corporation; (3b) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give to any Person notice of the execution of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or do become obliged to enforce the same; (c) the Trustee shall not incur any liability or take be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Indenture or of any acts of the agents or servants of the Corporation; (d) the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, 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, action deed, matter or proceeding by virtue thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the powers conferred on it hereby unless and until it shall have been required so gross negligence or reckless disregard in acting or failing to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers act, or the carrying out wilful misconduct, dishonesty or bad faith of its obligations hereunder the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (a “default”f) without limiting the generality of (e), unless the Corporation will indemnify and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of hold harmless the Trustee and in the absence of any such notice upon written request reimburse the Trustee may for all purposes the amount of: (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under clauses (i) and (ii) of this Agreement conclusively assume that no default has been made. No such notice shall Section 8.10(f), but excluding any taxes on the Trustee’s net income arising from fees for acting as the trustee hereunder or in any way limit any discretion herein respect of the Trustee’s capital. (g) the rights, privileges, protections, immunities and benefits given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its partTrustee, including, without limitation, an the right to be indemnified, are extended to, and shall be enforceable by, Alliance Trust Company, and each agent, custodian and other Person employed to act hereunder; (h) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of Godany kind whatsoever (including, riotsbut not limited to, terrorism, acts loss of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance profit) irrespective of whether such Trustee has been advised of the likelihood of such obligations shall be extended for a period loss or damage and regardless of time equivalent the form of action; (i) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the time lost because performance of any delay that is excusable of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (j) the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any matter under this Section 6.08(5).Indenture, unless the Trustee shall have received from the Corporation or a Holder written notice stating the matter in respect of which the Trustee should have notice or actual knowledge; and (6k) The obligation the Trustee shall not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Trustee to take Corporation or of any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to Person on whose signature the Trustee may be called upon to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereofor refrain from acting under this Indenture.

Protection of Trustee. By way of supplement to any Applicable Law from time to time relating to trustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly agreed that: (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with statements of fact or recitals in this Indenture or in the standard of care referred to Debentures (except the representations and warranties contained in Section 6.01. (2) None of the provisions in this Agreement will require 8.1 and Section 8.11 which are being given by the Trustee in its personal capacity under any circumstances whatever capacity) or required to expend verify the same, but all such statements or risk its own funds or otherwise incur financial liability in recitals are and shall be deemed to be made by the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers.Corporation; (3b) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give to any Person notice of the execution of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or do become obliged to enforce the same; (c) the Trustee shall not incur any liability or take be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Indenture or of any acts of the agents or servants of the Corporation; (d) the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, 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, action deed, matter or proceeding by virtue thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the powers conferred on it hereby unless and until it shall have been required so gross negligence or reckless disregard in acting or failing to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers act, or the carrying out wilful misconduct, dishonesty or bad faith of its obligations hereunder the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (a “default”f) without limiting the generality of (e), unless the Corporation will indemnify and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of hold harmless the Trustee and in the absence of any such notice upon written request reimburse the Trustee may for all purposes the amount of: (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under clauses (i) and (ii) of this Agreement conclusively assume that no default has been made. No such notice shall Section 8.10(f), but excluding any taxes on the Trustee's net income arising from fees for acting as the trustee hereunder or in any way limit any discretion herein respect of the Trustee's capital. (g) the rights, privileges, protections, immunities and benefits given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its partTrustee, including, without limitation, an the right to be indemnified, are extended to, and shall be enforceable by, Alliance Trust Company, and each agent, custodian and other Person employed to act hereunder; (h) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of Godany kind whatsoever (including, riotsbut not limited to, terrorism, acts loss of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance profit) irrespective of whether such Trustee has been advised of the likelihood of such obligations shall be extended for a period loss or damage and regardless of time equivalent the form of action; (i) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the time lost because performance of any delay that is excusable of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (j) the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any matter under this Section 6.08(5).Indenture, unless the Trustee shall have received from the Corporation or a Holder written notice stating the matter in respect of which the Trustee should have notice or actual knowledge; and (6k) The obligation the Trustee shall not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Trustee to take Corporation or of any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to Person on whose signature the Trustee may be called upon to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereofor refrain from acting under this Indenture.

Protection of Trustee. (1a) The Protection: By way of supplement to the provisions of any applicable law for the time being relating to Agent, it is expressly declared and agreed that: (i) the Trustee shall will not be responsible liable for or liable by reason of, or required to substantiate, any statement of fact, representation or recital in this Indenture or in the Special Warrant Certificates (except the representation contained in Section 10.9 hereof or in the certificate of the Trustee on the Special Warrant Certificates or other representation of the Trustee made herein or therein), but all such statements or recitals are and will be deemed to be made by the Company; (ii) nothing herein contained will impose on the Trustee any obligation to see to, or to require evidence of, the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (iii) the Trustee will not be bound to give notice to any person of the execution hereof; (iv) the Trustee will not incur any liability or responsibility whatsoever or be in any manner whatsoever way responsible for the sufficiency, correctness, genuineness or validity consequence of any security deposited with itbreach by the Company of any obligation or warranty herein contained or of any act of any director, subject to compliance with officer, employee or agent of the standard of care referred to in Section 6.01.Company; (2v) None of the provisions in this Agreement will require the Trustee Trustee, in its personal capacity under or any circumstances whatever to expend or risk its own funds or otherwise incur financial liability other capacity, may buy, lend upon and deal in securities of the Company and in the performance Special Warrants and generally may contract and enter into financial transactions with the Company or any related corporation without being liable to account for any profit made thereby; (vi) the Trustee will incur no liability with respect to the delivery or non-delivery of any of its certificate or certificates whether delivered by hand, mail or any other means provided that they are sent in accordance with the provisions hereof; (vii) if the Trustee duties delivers any cheque as required hereunder, the Trustee will have no further obligation or liability for the amount represented thereby, unless any such cheque is not honoured on presentation, provided that in the exercise event of any the non-receipt of its Trustee rights such cheque by the payee, or powers.the loss or destruction thereof, the Trustee, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and, if required by the Trustee, an indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque; and (3viii) The the Trustee will be required to disburse moneys according to this Agreement funds in accordance with the provisions hereof only to the extent that moneys funds have been deposited with it. (4) The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.

Protection of Trustee. By way of supplement to any Applicable Law from time to time relating to trustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly agreed that: (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with the standard statements of care referred to in Section 6.01. (2) None of the provisions fact or recitals in this Agreement will require Indenture or in the Debentures (except as provided in subsection 2.7(d) and sections 13.11 and 13.13 which are being given by the Trustee in its personal capacity under any circumstances whatever capacity) or required to expend verify the same, but all such statements or risk its own funds or otherwise incur financial liability in recitals are and shall be deemed to be made by the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers.Issuer; (3b) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give to any Person notice of the execution of this Indenture unless and until an Event of Default and a declaration of acceleration has occurred, and the Trustee has determined or do become obliged to enforce the same; (c) the Trustee shall not incur any liability or take be in any way responsible for the consequence of any breach on the part of the Issuer of any of the covenants contained in this Indenture or of any acts of the agents or servants of the Issuer; (d) the Issuer indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture, including those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a full indemnity basis and costs and expenses incurred in connection with the enforcement of this indemnity, 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, action deed, matter or proceeding by virtue thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the powers conferred gross negligence or reckless disregard in acting or failing to act, or the wilful misconduct, dishonesty or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (e) without limiting the generality of subsection 13.12(d), the Issuer will indemnify and hold harmless the Trustee and upon written request reimburse the Trustee for the amount of (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures, and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under (a) and (b) above, but excluding any taxes on it hereby unless and until it the Trustee’s net income arising from fees for acting as the trustee hereunder or in respect of the Trustee’s capital. (f) the Trustee shall not be liable by reason of the statements or implications of fact or law contained in or arising out of anything contained in this Indenture or in the Debentures or be required to verify the same, but all statements or implications shall be deemed to have been required so to do under made by the terms hereof; nor shall Issuer only; (g) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (h) the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”)matter under this Indenture, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with have received from the Issuer or a Holder written notice stating the matter in respect to such default.of which the Trustee should have notice or actual knowledge; (5i) The the Trustee shall not be liable bound to act in accordance with any mannerdirection or request of the Issuer until an executed copy of the document containing the direction or request has been delivered to the Trustee, or held in breach of this Agreement, if prevented, hindered or delayed in and the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations Trustee shall be extended for fully empowered to act and shall be fully protected from all liability in acting upon any document purporting to be a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of Debenture and believed by the Trustee to take be genuine; and (j) the Trustee shall not be responsible for any action not contemplated in its duties hereunder, shall be conditional error made or act done by it resulting from reliance upon the New Transit, signature of any Person on behalf of the Partnership Issuer or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to of any Person on whose signature the Trustee may be called upon to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereofor refrain from acting under this Indenture.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (1a) The the Trustee shall will not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with itrepresentations, subject statements of fact or recitals in this Agreement or in the Special Warrants (except the representation contained in section 13.9 or in the certificate of the Trustee on the Special Warrants) or required to compliance with verify the standard of care referred same, but all those statements or recitals are and will be deemed to in Section 6.01.be made by the Company; (2b) None of the provisions nothing in this Agreement will require impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Agreement or any instrument ancillary or supplemental to this Agreement; (c) the Trustee will not be bound to give notice to any person or persons of the execution of this Agreement; (d) the Trustee shall not incur any liability or responsibility whatever or be in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in way responsible for the performance consequence of any breach on the part of the Company of any of its Trustee duties the covenants herein contained or in the exercise of any acts of its Trustee rights any directors, officers, employees, agents or powers.servants of the Company; and (3e) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do so under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”)default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been mademade in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. No Any such notice shall in any no way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such any default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.

Protection of Trustee. (1) The By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: 11.8.1 the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with the standard statements of care referred to in Section 6.01. (2) None of the provisions fact or recitals in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties Indenture or in the exercise Trust Notes (except the representation contained in section 11.2 and in the certificate of any of its the Trustee rights on the Trust Notes) or powers. (3) The Trustee will be required to disburse moneys according verify the same, but all such statements or recitals are and shall be deemed to be made by the Issuer; 11.8.2 nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement only to Indenture or any instrument ancillary or supplemental hereto; 11.8.3 the extent that moneys have been deposited with it. (4) The Trustee shall not be be: 11.8.3.1 bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do so under the terms hereof; nor shall the Trustee be or 11.8.3.2 required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”)default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice notice, the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No occurred in the observance and performance of any of the representations, warranties, covenants, agreements or conditions contained in this Indenture, and any such notice shall in any no way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such any default.; (5) The 11.8.4 the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Issuer of any of the covenants herein contained or of any acts of the agents of the Issuer; 11.8.5 the Trustee shall not be liable for any action taken or omitted by it, or any action suffered by it except through its own negligence or willful misconduct; 11.8.6 the Issuer shall indemnify and save harmless the Trustee and its officers, directors, employees, representatives and agents from and against any and all liability, losses, costs, claims, actions or demands whatsoever brought against the Trustee which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever kind or nature, save only in the event of the negligent action, the negligent failure to act or the willful misconduct of the Trustee or any of its officers, directors, employees, representatives or agents; and it is understood and agreed that this indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trustee; 11.8.7 the Trustee will not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of any Person on whose signature the Trustee may be called upon or entitled to act or refrain from acting under this Indenture nor shall the Trustee be responsible for relying on the accuracy of the information contained in any manner, such document provided it honestly and in good faith believes such information to be correct. 11.8.8 the Trustee shall not be required to give security for the execution of the trusts or held its conduct or administration under this Indenture; 11.8.9 the Trustee will not be required to disburse monies according to this Indenture except to the extent that monies have been deposited with it; 11.8.10 none of the provisions contained in breach of this Agreement, if prevented, hindered Indenture shall require the Trustee to expend or delayed risk its own funds or otherwise incur financial liability in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance duties or observance in the exercise of any of its obligations hereunder rights or powers unless indemnified as aforesaid and provided with sufficient funds or to give any bond or security in respect of the trust and powers of this Indenture; 11.8.11 the Trustee shall retain the right not caused by its fault or default to act and shall not avoidable by be held liable for refusing to act unless it receives clear and reasonable documentation which complies with the terms of this Indenture. Such documentation must not require the exercise of reasonable effort on its partany discretion or independent judgment, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5).except as otherwise provided herein; (6) The obligation 11.8.12 each of the Trustee to take any action not contemplated in its duties hereunder, Issuer and Administrative Agent shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory provide to the Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to protect and hold harmless give instructions to the Trustee against costs, changeshereunder. The Trustee shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. The Trustee shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this section; and 11.8.13 the Trustee shall be entitled to rely, and expenses and liabilities act upon, on any direction, order, instruction, notice or other communication provided to be incurred as a result of such act and any loss and damages it would reasonably be expected hereunder which is sent to suffer it by reason thereoffacsimile or electronic transmission.

Protection of Trustee. 10.1 In the professed execution of the trusts and powers of this Trust or of any assurance of immovable Property upon Trust for sale such that the net proceeds of sale are to be held on this Trust, the Trustee shall not be liable for any loss arising by reason of any improper investment made in good faith or the retention of any improper investment or any failure to see to the insurance of or preservation of any chattels or the making or revising of any inventory of them or for the negligence or fraud of any agent employed by him (1although the employment of such agent was not strictly necessary or expedient) or by reason of any other matter or thing whatever except wilful and individual fraud or wrongdoing on the part of the Trustee. 10.2 The Trustee shall not be bound or required to interfere in the management or conduct of the affairs or business of any company in respect of which the Trustee shall hold or control the whole or a majority or any part of the shares carrying the control of the company or other the voting rights of the company and so long as there shall be no notice of any act of dishonesty or misappropriation of money on the part of the directors having the management of such company the Trustee shall be at liberty to leave the conduct of its business (including the payment or non-payment of dividends) wholly to such directors. 10.3 Without prejudice to any right under the general law of the Trustee to refuse disclosure of any document, it is declared the Trustee shall not be bound to disclose to any person any of the following documents that is to say: 10.3.1 any document disclosing any deliberations of the Trustee as to the manner in which the Trustee should exercise any power or any discretion conferred upon the Trustee by this Trust or disclosing the reason for any particular exercise of any such power or any such discretion or the material upon which such reasons shall or might have been based. 10.3.2 any other document relating to the exercise or proposed exercise of any power or any discretion conferred on the Trustee by this Trust. 10.4 Without prejudice the generality of foregoing, the Trustee and its associates shall not incur any liability in respect of any action taken or thing suffered by them in reliance upon any notice, resolution, direction, consent, certificate, affidavit, statement, certificate of stock, plan or reorganization or other paper or document believed to be genuine and to have been passed, sealed or signed by the proper parties provided always that the Trustee and its associates acted in good faith in relying upon the aforesaid documents and further that neither shall be liable for any failure to act if in good faith they or either of them consider such aforesaid documents may not be valid. 10.5 The Trustee and its associates shall not incur any liability to the Settlor and/or Beneficiary under this Trust for doing or (as the case may be) failing to do any act or thing which by reason of any provision of any present or future law or regulation made pursuant thereto or of any decree, order or judgement of any court, or by reason of any request, announcement or similar action (whether of binding legal effect or not) which may be taken or made by any person or body acting with or purporting to exercise the authority of any government (whether legally or otherwise) either they or any of them shall be directed or requested to do or perform or to forbear from doing or performing. 10.6 The Trustee, the manager, appointed by the Trustee under this Trust and any associates of either of them shall not incur any liability if, for any reason, it becomes impossible or impracticable to carry out any of the provisions of this Trust. 10.7 The Trustee and its associates shall not incur any liability by reason of any error of law or any matter or thing done or suffered or omitted to be done by it or them in good faith under this Trust save in the case of willful neglect or fraud. The Trustee and its associates shall not be responsible for any misconduct, mistake, oversight, error of judgement, forgetfulness or want of prudence on the part of any banker, accountant, broker, lawyer, agent or other person or of the delegate appointed in accordance with this Trust except regarding any matter in which the said delegate appointed in accordance with this Trust is acting on behalf of the Trustee with its express authority, nor shall the Trustee be liable for acting on advice or information purported to be conveyed from such persons in the manner permitted under this Trust even if the same contained an error or was not authentic. 10.8 In the absence of willful neglect or fraud, the Trustee shall not be responsible for any loss, costs, damages or inconvenience that may result from the exercise or non-exercise of any power or discretion vested in it by this Trust. The Trustee and its associates shall not be liable for anything done or suffered by the Trustee in good faith in accordance with or in pursuance of any request or advice of the manager appointed in accordance with this Trust. The Trustee shall not be responsible for verifying or liable in checking any manner whatsoever for valuation of the sufficiency, correctness, genuineness or validity of any security deposited with it, subject to compliance with the standard of care referred to in Section 6.01Trust Fund. (2) None of the provisions in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers. (3) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein 10.9 Any indemnity expressly given to the Trustee or its associates in this Trust is in addition to determine whether or not and without prejudice to any indemnity allowed by law, provided nevertheless that any provision of this Trust shall be void in so far as it would have the effect of exempting the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in or its associates or indemnifying them against any manner, or held in liability for breach of this Agreement, if prevented, hindered Trust or delayed in the performance or observance any liability which by virtue of any rule of its obligations hereunder because law would otherwise attach to them in respect of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder willful neglect and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5)fraud. (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.

Protection of Trustee. By way of supplement to any Applicable Law from time to time relating to trustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly agreed that: (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with statements of fact or recitals in this Indenture or in the standard of care referred to Debentures (except the representations and warranties contained in Section 6.01. (2) None of the provisions in this Agreement will require 9.1 and Section 9.13 which are being given by the Trustee in its personal capacity under any circumstances whatever capacity) or required to expend verify the same, but all such statements or risk its own funds or otherwise incur financial liability in recitals are and shall be deemed to be made by the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers.Corporation; (3b) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give to any Person notice of the execution of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or do become obliged to enforce the same; (c) the Trustee shall not incur any liability or take be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Indenture or of any acts of the agents or servants of the Corporation; (d) the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture including those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, 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, action deed, matter or proceeding by virtue thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the powers conferred on it hereby unless gross negligence, wilful misconduct, or fraud of the Trustee. It is understood and until it agreed that this indemnification shall have been required so to do under survive the terms hereof; nor shall the Trustee be required to take notice termination or discharge of any failure by it in the exercise of its powers this Indenture or the carrying out resignation or removal of its obligations hereunder the Trustee; (a “default”e) without limiting the generality of (d), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and Corporation will indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses upon written request reimburse the Trustee for the amount of (i) any taxes levied or imposed and liabilities to be incurred paid by the Trustee as a result of such act payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any loss taxes levied or imposed and damages it would reasonably be expected paid by the Trustee with respect to suffer by reason thereof.reimbursement under clauses (i) and

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (1a) The the recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Corporation, and neither the Trustee nor any Authenticating Agent shall be liable for or assume any responsibility for their correctness; (b) the Trustee makes no representations as to, and shall not be responsible liable for, the validity or liable in sufficiency of this Indenture or of the Securities; (c) neither the Trustee nor any manner whatsoever Authenticating Agent shall be accountable for the sufficiency, correctness, genuineness use or validity of any security deposited with it, subject to compliance with application by the standard of care referred to in Section 6.01. (2) None of the provisions in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance Corporation of any of its Trustee duties the Securities or in of the exercise of any of its Trustee rights or powers.proceeds thereof; (3d) The nothing herein contained shall impose any obligation on the Trustee will be required to disburse moneys according see or to require evidence of registration or filing (or renewals thereof) of this Agreement only to the extent that moneys have been deposited with it.Indenture or any instrument ancillary or supplemental hereto; (4e) The the Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms execution hereof; nor shall ; (f) the Trustee shall not Incur any liability or responsibility whatsoever or be required to take notice in any way responsible for the consequence of any failure by breach on the part of the Corporation of any of the covenants herein contained or of any act of the agents or servants of the Corporation; and (g) the Corporation shall indemnify the Trustee (including its directors, officers and employees) for, and hold it harmless against, any loss, liability or expense 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 the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.

Protection of Trustee. (1) The By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: 11.8.1 the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with the standard statements of care referred to in Section 6.01. (2) None of the provisions fact or recitals in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties Indenture or in the exercise TCPL Sub Notes (except the representation contained in section 11.2 and in the certificate of any of its the Trustee rights on the TCPL Sub Notes) or powers. (3) The Trustee will be required to disburse moneys according verify the same, but all such statements or recitals are and shall be deemed to be made by the Issuer; 11.8.2 nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement only to Indenture or any instrument ancillary or supplemental hereto; 11.8.3 the extent that moneys have been deposited with it. (4) The Trustee shall not be be: 11.8.3.1 bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do so under the terms hereof; nor shall the Trustee be or 11.8.3.2 required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”)default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice notice, the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No occurred in the observance and performance of any of the representations, warranties, covenants, agreements or conditions contained in this Indenture, and any such notice shall in any no way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such any default.; (5) The 11.8.4 the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Issuer of any of the covenants herein contained or of any acts of the agents of the Issuer; 11.8.5 the Trustee shall not be liable for any action taken or omitted by it, or any action suffered by it except through its own negligence or willful misconduct; 11.8.6 the Issuer shall indemnify and save harmless the Trustee and its officers, directors, employees, representatives and agents from and against any and all liability, losses, costs, claims, actions or demands whatsoever brought against the Trustee which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever kind or nature, save only in the event of the negligent action, the negligent failure to act or the willful misconduct of the Trustee or any of its officers, directors, employees, representatives or agents; and it is understood and agreed that this indemnity will survive the termination or discharge of this Indenture and the resignation or removal of the Trustee; 11.8.7 the Trustee will not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of any Person on whose signature the Trustee may be called upon or entitled to act or refrain from acting under this Indenture nor shall the Trustee be responsible for relying on the accuracy of the information contained in any manner, such document provided it honestly and in good faith believes such information to be correct. 11.8.8 the Trustee shall not be required to give security for the execution of the trusts or held its conduct or administration under this Indenture; 11.8.9 the Trustee will not be required to disburse monies according to this Indenture except to the extent that monies have been deposited with it; 11.8.10 none of the provisions contained in breach of this Agreement, if prevented, hindered Indenture shall require the Trustee to expend or delayed risk its own funds or otherwise incur financial liability in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance duties or observance in the exercise of any of its obligations hereunder rights or powers unless indemnified as aforesaid and provided with sufficient funds or to give any bond or security in respect of the trust and powers of this Indenture; 11.8.11 the Trustee shall retain the right not caused by its fault or default to act and shall not avoidable by be held liable for refusing to act unless it receives clear and reasonable documentation which complies with the terms of this Indenture. Such documentation must not require the exercise of reasonable effort on its partany discretion or independent judgment, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations except as otherwise provided herein; 11.8.12 the Issuer shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory provide to the Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to protect and hold harmless give instructions to the Trustee against costs, changeshereunder. The Trustee shall be entitled to rely on such certificate until a revised certificate is provided to it hereunder. The Trustee shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate provided to it pursuant to this section; and 11.8.13 the Trustee shall be entitled to rely, and expenses and liabilities act upon, on any direction, order, instruction, notice or other communication provided to be incurred as a result of such act and any loss and damages it would reasonably be expected hereunder which is sent to suffer it by reason thereoffacsimile or electronic transmission.

Protection of Trustee. By way of supplement to any Applicable Law from time to time relating to trustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly agreed that: (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with statements of fact or recitals in this Indenture or in the standard of care referred to Debentures (except the representations and warranties contained in Section 6.01. (2) None of the provisions in this Agreement will require 9.1 and Section 9.11 which are being given by the Trustee in its personal capacity under any circumstances whatever capacity) or required to expend verify the same, but all such statements or risk its own funds or otherwise incur financial liability in recitals are and shall be deemed to be made by the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers.Corporation; (3b) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give to any Person notice of the execution of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or do become obliged to enforce the same; (c) the Trustee shall not incur any liability or take be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Indenture or of any acts of the agents or servants of the Corporation; (d) the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, 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, action deed, matter or proceeding by virtue thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the powers conferred on it hereby unless and until it shall have been required so gross negligence or reckless disregard in acting or failing to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers act, or the carrying out wilful misconduct, dishonesty or bad faith of its obligations hereunder the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (a “default”f) without limiting the generality of (e), unless the Corporation will indemnify and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of hold harmless the Trustee and in the absence of any such notice upon written request reimburse the Trustee may for all purposes the amount of: (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under clauses (i) and (ii) of this Agreement conclusively assume that no default has been made. No such notice shall Section 9.10(f), but excluding any taxes on the Trustee's net income arising from fees for acting as the trustee hereunder or in any way limit any discretion herein respect of the Trustee's capital. (g) the rights, privileges, protections, immunities and benefits given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its partTrustee, including, without limitation, an the right to be indemnified, are extended to, and shall be enforceable by, Alliance Trust Company, and each agent, custodian and other Person employed to act hereunder; (h) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of Godany kind whatsoever (including, riotsbut not limited to, terrorism, acts loss of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance profit) irrespective of whether such Trustee has been advised of the likelihood of such obligations shall be extended for a period loss or damage and regardless of time equivalent the form of action; (i) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the time lost because performance of any delay that is excusable of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (j) the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any matter under this Section 6.08(5).Indenture, unless the Trustee shall have received from the Corporation or a Holder written notice stating the matter in respect of which the Trustee should have notice or actual knowledge; and (6k) The obligation the Trustee shall not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Trustee to take Corporation or of any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to Person on whose signature the Trustee may be called upon to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereofor refrain from acting under this Indenture.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to Trustees it is expressly declared and agreed as follows: (1a) The the Trustee shall not be responsible liable for or liable by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in section 10.9 or in the signature of the Trustee on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Trustee shall not be bound to give notice to any person or persons of the execution hereof; (d) the Trustee shall not incur any liability or responsibility whatever or be in any manner whatsoever way responsible for the sufficiency, correctness, genuineness or validity consequence of any security deposited with it, subject to compliance with breach on the standard of care referred to in Section 6.01. (2) None part of the provisions in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance Corporation of any of its Trustee duties the covenants herein contained or in the exercise of any acts of its Trustee rights any directors, officers, employees, agents or powers.servants of the Corporation; and (3e) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; hereof nor shall the Trustee be required to take notice of any failure by it in default of the exercise of its powers or the carrying out of its obligations Corporation hereunder (a “default”), unless and until notified in writing of such default, the default (which notice shall distinctly must specify the default desired to be brought to the attention nature of the Trustee and default) and, in the absence of any such notice that notice, the Trustee may for all purposes of this Agreement hereunder conclusively assume that no default by the Corporation hereunder has been madeoccurred. No such The giving of any notice shall in any no way limit any the discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee hereunder as to take whether any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when is required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result taken in respect of such act and any loss and damages it would reasonably be expected to suffer by reason thereofdefault hereunder.

Protection of Trustee. The Trustee: shall not at any time be under any duty or responsibility to any Debentureholder to determine whether any facts exist which may require any adjustment in the applicable Conversion Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same; shall not be accountable with respect to the validity or value (1or the kind or amount) The of any Common Shares, Warrants or of any shares or other securities or property which may at any time be issued or delivered upon the conversion of any Debenture; shall not be responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Common Shares or share certificates upon the surrender of any Debenture for the purpose of conversion, or to comply with any of the covenants contained in this Article; the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with the standard statements of care referred to in Section 6.01. (2) None of the provisions fact in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties Indenture or in the exercise Debenture Certificates (except the representation contained in Section 8.9 or in the certificate of any of its the Trustee rights on the Debenture Certificates) or powers. (3) The Trustee will be required to disburse moneys according verify the same, but all such statements are and shall be deemed to be made by the Corporation; nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement only to Indenture or any instrument ancillary or supplemental hereto; the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give notice to any notice person or do or take any act, action or proceeding by virtue persons of the powers conferred on it hereby unless and until it shall have been required so to do under the terms execution hereof; nor shall the Trustee be required to take notice of Trustee, or any failure by it in the exercise of its powers officers, directors or the carrying out of its obligations hereunder (a “default”)employees, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to not incur any liability or responsibility whatever or be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit responsible for the consequence of any discretion herein given to breach on the Trustee to determine whether or not part of the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance Corporation of any of its obligations hereunder because covenants herein contained or of any cause beyond its control which prevents its performance or observance acts of any directors, officers, employees, agents or servants of the Corporation; and the Corporation hereby indemnifies and agrees to hold harmless the Trustee, its obligations hereunder affiliates, their current and not caused former officers, directors, employees, agents, successors and assigns from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by its fault or default and not avoidable by asserted against the exercise of reasonable effort on its partTrustee, includingwhether groundless or otherwise, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order arising from or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because out of any delay act, omission or error of the Trustee, provided that is excusable under the Corporation shall not be required to indemnify the Trustee in the event of the negligence or wilful misconduct of the Trustee, and this Section 6.08(5). (6) The obligation provision shall survive the resignation or removal of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon or the New Transit, the Partnership termination or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result discharge of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.this Indenture

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (1a) The Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with statements of fact or recitals in this Indenture or in the standard of care referred to Notes (except the representation contained in Section 6.0115.09 or in the certificate of the Trustee on the Notes) or required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Company. (2b) None Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the provisions in registration or filing (or renewal thereof) of this Agreement will require the Trustee in its personal capacity under Indenture or any circumstances whatever to expend instrument ancillary or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers.supplemental hereto. 95 (3) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4c) The Trustee shall not be bound to give notice to any notice person or do or take any act, action or proceeding by virtue persons of the powers conferred execution hereof. (d) The Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on it hereby unless and until it shall have been required so to do the part of the Company of any of the covenants herein contained or of any acts of the agents or servants of the Company or of any acts or omissions of any Paying Agent or other agent appointed hereunder or under the terms hereof; nor shall Agency Agreement or as a result of a conflict of interest arising in its role as a fiduciary hereunder. (e) The Company hereby agrees to indemnify the Trustee against any losses, liabilities, costs, claims, actions and demands which it may incur or which may be required made against it, including those attributable to take notice the arising or elimination of any failure by it a conflict of interest relating to the Trustee's role as a fiduciary hereunder or as a result of or in connection with its appointment or the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, except such as may result from its own willful misconduct, negligence or bad faith or that of its directors, officers, employees or agents. This indemnity shall be conditional upon survive the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding termination and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result discharge of such act and any loss and damages it would reasonably be expected to suffer by reason thereofthis Indenture.

Protection of Trustee. By way of supplement to any Applicable Law from time to time relating to trustees and in addition to any other provision of this Warrant Indenture for the relief of the Trustee, it is expressly agreed that: (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with statements of fact or recitals in this Warrant Indenture or in the standard of care referred to Certificated Warrants (except the representations and warranties contained in Section 6.01. (2) None of the provisions in this Agreement will require 7.1 and Section 7.10 which are being given by the Trustee in its personal capacity under any circumstances whatever capacity) or required to expend verify the same, but all such statements or risk its own funds or otherwise incur financial liability in recitals are and shall be deemed to be made by the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers.Corporation; (3b) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give to any Person notice of the execution of this Warrant Indenture unless and until a default and declaration of acceleration has occurred, and the Trustee has determined or do become obliged to enforce the same; (c) the Trustee shall not incur any liability or take be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Warrant Indenture or of any acts of the agents or servants of the Corporation; (d) the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Warrant Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Warrant Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, 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, action deed, matter or proceeding by virtue thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the powers conferred on it hereby unless and until it shall have been required so gross negligence or reckless disregard in acting or failing to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers act, or the carrying out of its obligations hereunder (a “default”)wilful misconduct, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention dishonesty or bad faith of the Trustee Trustee. It is understood and in agreed that this indemnification shall survive the absence of any such notice the Trustee may for all purposes termination or discharge of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein Warrant Indenture or the resignation or removal of the Trustee; (f) the rights, privileges, protections, immunities and benefits given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its partTrustee, including, without limitation, an the right to be indemnified, are extended to, and shall be enforceable by, Alliance Trust Company, and each agent, custodian and other Person employed to act hereunder; (g) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of Godany kind whatsoever (including, riotsbut not limited to, terrorism, acts loss of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance profit) irrespective of whether such Trustee has been advised of the likelihood of such obligations shall be extended for a period loss or damage and regardless of time equivalent the form of action; (h) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Warrant Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the time lost because performance of any delay that is excusable of the trusts and powers vested in it by this Warrant Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (i) the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any matter under this Section 6.08(5).Warrant Indenture, unless the Trustee shall have received from the Corporation or a Holder written notice stating the matter in respect of which the Trustee should have notice or actual knowledge; and (6j) The obligation the Trustee shall not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Trustee to take Corporation or of any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to Person on whose signature the Trustee may be called upon to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereofor refrain from acting under this Warrant Indenture.

Protection of Trustee. By way of supplement to the provisions of any law from time to time applicable to trustees, it is expressly declared and agreed as follows: (1) The Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with itrepresentations, subject statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in section 10.10 or by virtue of the certification by the Trustee of the Warrant Certificates) or required to compliance with verify the standard of care referred same, but all those statements or recitals are and shall be deemed to in Section 6.01be made by the Corporation. (2) None Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the provisions in registration (or filing or renewal thereof) of this Agreement will require the Trustee in its personal capacity under Indenture or any circumstances whatever to expend instrument ancillary or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powerssupplemental hereto. (3) The Trustee will shall not be required bound to disburse moneys according give notice to this Agreement only to any person or persons of the extent that moneys have been deposited with itexecution hereof. (4) The Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants or warranties herein contained or of any acts of any director, officer, employee or agent of the Corporation. (5) The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have has been required so to do under the terms hereof; hereof nor shall the Trustee be required to take notice of any failure by it in default of the exercise of its powers or the carrying out of its obligations Corporation hereunder (a “default”), unless and until notified in writing of such default, the default (which notice shall distinctly must specify the default desired to be brought to the attention nature of the Trustee and default) and, in the absence of any such notice that notice, the Trustee may for all purposes of this Agreement hereunder conclusively assume that no default by the Corporation hereunder has been madeoccurred. No such The giving of any notice shall in any no way limit any the discretion herein given to of the Trustee hereunder as to determine whether or not the Trustee shall take any action with is required to be taken in respect to such defaultof any default hereunder. (56) The Trustee shall not be liable in any manner, accountable with respect to the validity or held in breach of this Agreement, if prevented, hindered value (or delayed in the performance kind or observance amount) of any of its obligations hereunder because of Shares or Warrants or other securities or property which may at any cause beyond its control which prevents its performance time be issued or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by delivered upon the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent the rights attaching to the time lost because of any delay that is excusable under this Section 6.08(5)Warrant. (67) The obligation Trustee is not responsible for any failure of the Trustee Corporation to take make any action not contemplated in its duties hereundercash payment or to issue, shall be conditional transfer or deliver Shares or certificates for the same upon the New Transit, surrender or deemed surrender of any Warrant Certificates for the Partnership or another person furnishing, when required purpose of the exercise of the Warrants represented by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereofWarrant Certificates.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (1a) The the recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Corporation, and neither the Trustee nor any Authenticating Agent shall be liable for or assume any responsibility for their correctness; (b) the Trustee makes no representations as to, and shall not be responsible liable for, the validity or liable in sufficiency of this Indenture or of the Securities or coupons; (c) neither the Trustee nor any manner whatsoever Authenticating Agent shall be accountable for the sufficiency, correctness, genuineness use or validity of any security deposited with it, subject to compliance with application by the standard of care referred to in Section 6.01. (2) None of the provisions in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance Corporation of any of its Trustee duties the Securities or in coupons or of the exercise of any of its Trustee rights or powers.proceeds thereof; (3d) The nothing herein contained shall impose any obligation on the Trustee will be required to disburse moneys according see or to require evidence of registration or filing (or renewals thereof) of this Agreement only to the extent that moneys have been deposited with it.Indenture or any instrument ancillary or supplemental hereto; (4e) The the Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms execution hereof; nor shall ; (f) the Trustee shall not Incur any liability or responsibility whatsoever or be required to take notice in any way responsible for the consequence of any failure by breach on the part of the Corporation of any of the covenants herein contained or of any act of the agents or servants of the Corporation; and (g) the Corporation shall indemnify the Trustee (including its directors, officers and employees) for, and hold it harmless against, any loss, liability or expense 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 the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.

Protection of Trustee. ‌ By way of supplement to any Applicable Law from time to time relating to trustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly agreed that: (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with statements of fact or recitals in this Indenture or in the standard of care referred to Debentures (except the representations and warranties contained in Section 6.01. (2) None of the provisions in this Agreement will require 8.1 and Section 8.11 which are being given by the Trustee in its personal capacity under any circumstances whatever capacity) or required to expend verify the same, but all such statements or risk its own funds or otherwise incur financial liability in recitals are and shall be deemed to be made by the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers.Corporation; (3b) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give to any Person notice of the execution of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or do become obliged to enforce the same; (c) the Trustee shall not incur any liability or take be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Indenture or of any acts of the agents or servants of the Corporation; (d) the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture including those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including, without limitation, legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, 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, action deed, matter or proceeding by virtue thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the powers conferred on it hereby unless gross negligence or reckless disregard in acting or failing to act, or the wilful misconduct, dishonesty or bad faith of the Trustee. It is understood and until it agreed that this indemnification shall have been required so to do under survive the terms hereof; nor shall termination or discharge of this Indenture or the resignation or removal of the Trustee; (e) without limiting the generality of (d), the Corporation will indemnify and hold harmless the Trustee and upon written request reimburse the Trustee for the amount of (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under clauses (i) and (ii) of this Section 8.10(e), but excluding any taxes on the Trustee’s net income arising from fees for acting as the trustee hereunder or in respect of the Trustee’s capital. (f) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the performance of any of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (g) the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”)matter under this Indenture, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with have received from the Corporation or a Holder written notice stating the matter in respect to such default.of which the Trustee should have notice or actual knowledge; and (5h) The the Trustee shall not be liable in responsible for any manner, error made or held in breach of this Agreement, if prevented, hindered or delayed in act done by it resulting from reliance upon the performance or observance signature of any Person on behalf of its obligations hereunder because the Corporation or of any cause beyond its control which prevents its performance Person on whose signature the Trustee may be called upon to act or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable refrain from acting under this Section 6.08(5)Indenture. (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.

Protection of Trustee. (1) The By way of supplement to the provisions of any law for the time being relating to trustees it is expressly declared and agreed as follows: a. the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with the standard statements of care referred to in Section 6.01. (2) None of the provisions fact or recitals in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties Indenture or in the exercise Warrant Certificates (except the representation contained in Section 9.9 or in the certificate of any of its the Trustee rights on the Warrant Certificates) or powers. (3) The Trustee will be required to disburse moneys according verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; b. nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement only to Indenture or any instrument ancillary or supplemental hereto; c. the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give notice to any notice person or do persons of the execution hereof; d. the Trustee shall not incur any liability or take responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; and e. the Corporation hereby indemnifies and agrees to hold harmless the Trustee from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including legal fees and disbursements of whatever kind and nature which may at any time be imposed on, incurred by or asserted against the Trustee, whether groundless or otherwise, arising from or out of any act, action omission or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention error of the Trustee and made in good faith in the absence conduct of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon provided that the New TransitTrustee has met the standard of care, diligence and skill provided for in subsection 9.2(a) and, provided further that, the Partnership or another person furnishing, when Corporation shall not be required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless in the event of gross negligence, wilful misconduct, bad faith or breach of the obligations of the Trustee against costs, changesas provided in subsection 9.2(a), and expenses and liabilities to be incurred as a result this provision shall survive the resignation or removal of such act and any loss and damages it would reasonably be expected to suffer by reason thereofthe Trustee or the termination or discharge of this Agreement.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with the standard statements of care referred to in Section 6.01. (2) None of the provisions fact or recitals in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties Trust Indenture or in the exercise Exchangeable Securities (except the representations contained in Sections 15.9 and 15.13 or deemed by the provisions of any Section 3.9 to have been made through the certification of its the Trustee rights on the Exchangeable Securities) or powers.required to verify the same, but all such statements or recitals are and shall be deemed to be made by MDC; (3b) The nothing herein contained shall impose any obligation on the Trustee will be required to disburse moneys according see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement only to the extent that moneys have been deposited with it.Trust Indenture or any instrument ancillary or supplemental hereto; (4c) The the Trustee shall not be bound to give notice to any notice or do or take any act, action or proceeding by virtue person of the powers conferred on it hereby unless and until it shall have been required so to do under the terms execution hereof; nor shall ; (d) the Trustee shall not incur any liability or responsibility whatever or be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit responsible for the consequence of any discretion herein given to breach on the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach part of this Agreement, if prevented, hindered or delayed in the performance or observance MDC of any of its obligations hereunder because the covenants herein contained or of any cause beyond acts of the agents or servants of MDC including, without limitation, any paying agent; (e) the Trustee, in its control which prevents personal capacity or any other capacity, may buy, lend upon and deal in securities of MDC or any Affiliate of MDC and generally may contract and enter into financial transactions with MDC or any Affiliate of MDC without being liable to account for any profit made thereby; and (f) the Trustee, its performance or observance officers, directors, employees and agents will at all times be indemnified and saved harmless by MDC from and against all claims, demands, losses, actions, causes of any of its obligations hereunder action, costs, charges, expenses, damages and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its partliabilities whatsoever arising in connection with this Trust Indenture, including, without limitation, an act those arising out of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance related to actions taken or observance of such obligations shall omitted to be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of taken by the Trustee to take any action not contemplated hereby, legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in its duties hereunderconnection with the enforcement of this indemnity, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by which the Trustee, sufficient funds to commence its officers, directors, employees and agents may suffer or continue such incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, action deed, matter or proceeding thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee and indemnify (including any deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this Subsection 15.7(f) do not apply to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to that in any circumstances there has been a failure by the Trustee or its employees or agents to protect act honestly and hold harmless in good faith or to discharge the Trustee's obligations under Subsection 15.1(1) or where the Trustee against costsor its employees or agents have acted negligently or in wilful disregard of their obligations hereunder, changesor have negligently or in wilful disregard of their obligations hereunder, and expenses and liabilities failed to be incurred as a result act. This indemnification shall survive the termination or discharge of such act and any loss and damages it would reasonably be expected to suffer by reason thereofthis Trust Indenture or the replacement or resignation of the Trustee.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with the standard statements of care referred to in Section 6.01. (2) None of the provisions fact or recitals in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties Indenture or in the exercise Notes (except the representations contained in sections 10.10 and 10.11 and in the certificate of any of its the Trustee rights on the Notes) or powers.required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation or the Guarantor; (3b) The nothing herein contained shall impose any obligation on the Trustee will be required to disburse moneys according see to or require evidence of the registration or filing (or renewal thereof) of this Agreement only to the extent that moneys have been deposited with it.Indenture or any instrument ancillary or supplemental hereto; (4c) The the Trustee shall not be bound to give to any Person notice or do or take any act, action or proceeding by virtue of the powers conferred execution hereof; (d) the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation or the Guarantor of any of the covenants herein contained or of any acts of the directors, officers, employees, agents or servants of the Corporation or the Guarantor; (e) the Trustee shall retain the right not to act and shall not be held liable for refusing to act unless it hereby unless has received clear and until it shall have been required so to do under reasonable documentation which complies with the terms hereof; nor shall the Trustee be required to take notice of any failure by it in this Indenture, provided that such documentation must not require the exercise of its powers any discretion or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought independent judgment except to the attention extent expressly provided for in this Indenture; (f) in the event of any disagreement arising regarding the terms of this Indenture, the Trustee and in shall be entitled at its option, acting reasonably, to refuse to comply with any or all demands whatsoever until the absence dispute is settled either by agreement amongst various parties or by a court of any such notice competent jurisdiction; and (g) the Trustee may for all purposes obtain, at its option and its expense, an opinion of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action counsel with respect to such default. (5) The Trustee shall not be liable in any manner, action required or held in breach asked of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable it under this Section 6.08(5)Indenture. (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.

Protection of Trustee. 10.1 In the professed execution of the trusts and powers of this Trust or of any assurance of immovable property upon trust for sale such that the net proceeds of sale are to be held on this Trust, the Trustee shall not be liable for any loss arising by reason of any improper investment made in good faith or the retention of any improper investment or any failure to see to the insurance of or preservation of any chattels or the making or revising of any inventory of them or for the negligence or fraud of any agent employed by him (1although the employment of such agent was not strictly necessary or expedient) or by reason of any other matter or thing whatever except wilful and individual fraud or wrongdoing on the part of the Trustee. 10.2 The Trustee shall not be bound or required to interfere in the management or conduct of the affairs or business of any company in respect of which the Trustee shall hold or control the whole or a majority or any part of the shares carrying the control of the company or other the voting rights of the company and so long as there shall be no notice of any act of dishonesty or misappropriation of money on the part of the directors having the management of such company the Trustee shall be at liberty to leave the conduct of its business (including the payment or non-payment of dividends) wholly to such directors. 10.3 Without prejudice to any right under the general law of the Trustee to refuse disclosure of any document, it is declared the Trustee shall not be bound to disclose to any person any of the following documents that is to say: 10.3.1 any document disclosing any deliberations of the Trustee as to the manner in which the Trustee should exercise any power or any discretion conferred upon the Trustee by this Trust or disclosing the reason for any particular exercise of any such power or any such discretion or the material upon which such reasons shall or might have been based. 10.3.2 any other document relating to the exercise or proposed exercise of any power or any discretion conferred on the Trustee by this Trust. 10.4 Without prejudice the generality of foregoing, the Trustee and its associates shall not incur any liability in respect of any action taken or thing suffered by them in reliance upon any notice, resolution, direction, consent, certificate, affidavit, statement, certificate of stock, plan or reorganization or other paper or document believed to be genuine and to have been passed, sealed or signed by the proper parties provided always that the Trustee and its associates acted in good faith in relying upon the aforesaid documents and further that neither shall be liable for any failure to act if in good faith they or either of them consider such aforesaid documents may not be valid. 10.5 The Trustee and its associates shall not incur any liability to the Settlor and/or beneficiary under this Trust for doing or (as the case may be) failing to do any act or thing which by reason of any provision of any present or future law or regulation made pursuant thereto or of any decree, order or judgement of any court, or by reason of any request, announcement or similar action (whether of binding legal effect or not) which may be taken or made by any person or body acting with or purporting to exercise the authority of any government (whether legally or otherwise) either they or any of them shall be directed or requested to do or perform or to forbear from doing or performing. 10.6 The Trustee, the manager appointed by the Trustee under this Trust and any associates of either or them shall not incur any liability if for any reason it becomes impossible or impracticable to carry out any of the provisions of this Trust. 10.7 The Trustee and its associates shall not incur any liability by reason of any error of law or any matter or thing done or suffered or omitted to be done by it or them in good faith under this Trust save in the case of wilful neglect or fraud. The Trustee and its associates shall not be responsible for any misconduct, mistake, oversight, error of judgement, forgetfulness or want of prudence on the part of any banker, accountant, broker, lawyer, agent or other person or of the delegate appointed in accordance with this Trust except in regard to any matter in which the said delegate appointed in accordance with this Trust is acting on behalf of the Trustee with its express authority nor shall the Trustee be liable for acting on advice or information purported to be conveyed from such persons in the manner permitted under this Trust even if the same contained an error or was not authentic. 10.8 In the absence of wilful neglect or fraud, the Trustee shall not be responsible for any loss, costs, damages or inconvenience that may result from the exercise or non-exercise of any power or discretion vested in it by this Trust. The Trustee and its associates shall not be liable for anything done or suffered by the Trustee in good faith in accordance with or in pursuance of any request or advice of the manager appointed in accordance with this Trust. The Trustee shall not be responsible for verifying or liable in checking any manner whatsoever for valuation of the sufficiency, correctness, genuineness or validity of any security deposited with it, subject to compliance with the standard of care referred to in Section 6.01Trust Fund. (2) None of the provisions in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers. (3) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein 10.9 Any indemnity expressly given to the Trustee or its associates in this Trust is in addition to determine whether or not and without prejudice to any indemnity allowed by law, provided nevertheless that any provision of this Trust shall be void in so far as it would have the effect of exempting the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in or its associates or indemnifying them against any manner, or held in liability for breach of this Agreement, if prevented, hindered trust or delayed in the performance or observance any liability which by virtue of any rule of its obligations hereunder because law would otherwise attach to them in respect of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder wilful neglect and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5)fraud. (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (1a) The the Trustee shall will not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with itrepresentations, subject statements of fact or recitals in this Agreement or in the Unit Warrants (except the representation contained in section 12.9 or in the certificate of the Trustee on the Unit Warrants) or required to compliance with verify the standard of care referred same, but all those statements or recitals are and will be deemed to in Section 6.01.be made by the Company; (2b) None of the provisions nothing in this Agreement will require impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Agreement or any instrument ancillary or supplemental to this Agreement; (c) the Trustee will not be bound to give notice to any person or persons of the execution of this Agreement; (d) the Trustee shall not incur any liability or responsibility whatever or be in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in way responsible for the performance consequence of any breach on the part of the Company of any of its Trustee duties the covenants herein contained or in the exercise of any acts of its Trustee rights any directors, officers, employees, agents or powers.servants of the Company; and (3e) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do so under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”)default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been mademade in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein. No Any such notice shall in any no way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such any default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (1a) The the recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Corporation, and neither the Trustee nor any Authenticating Agent shall be liable for or assume any responsibility for their correctness; (b) the Trustee makes no representations as to, and shall not be responsible liable for, the validity or liable in sufficiency of this Indenture or of the Securities or Coupons; (c) neither the Trustee nor any manner whatsoever Authenticating Agent shall be accountable for the sufficiency, correctness, genuineness use or validity of any security deposited with it, subject to compliance with application by the standard of care referred to in Section 6.01. (2) None of the provisions in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance Corporation of any of its Trustee duties the Securities or in Coupons or of the exercise of any of its Trustee rights or powers.proceeds thereof; (3d) The nothing herein contained shall impose any obligation on the Trustee will be required to disburse moneys according see or to require evidence of registration or filing (or renewals thereof) of this Agreement only to the extent that moneys have been deposited with it.Indenture or any instrument ancillary or supplemental hereto; (4e) The the Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms execution hereof; nor shall ; (f) the Trustee shall not incur any liability or responsibility whatever or be required to take notice in any way responsible for the consequence of any failure by breach on the part of the Corporation of any of the covenants herein contained or of any act of the agents or servants of the Corporation; and (g) the Corporation shall indemnify the Trustee for, and hold it harmless against, any loss, liability or expense 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 the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees it is expressly declared and agreed as follows: (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with the standard statements of care referred to in Section 6.01. (2) None of the provisions fact or recitals in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties Indenture or in the exercise Warrant Certificates (except the representation contained in Section 9.9 or in the certificate of any of its the Trustee rights on the Warrant Certificates) or powers. (3) The Trustee will be required to disburse moneys according verify the same, but all such statements or recitals are and shall be deemed to this Agreement only to be made by the extent that moneys have been deposited with it.Corporation; (4b) The nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Trustee shall not be bound to give notice to any notice person or do or take any act, action or proceeding by virtue persons of the powers conferred on it hereby unless and until it shall have been required so to do under the terms execution hereof; nor shall ; (d) the Trustee shall not incur any liability or responsibility whatever or be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit responsible for the consequence of any discretion herein given to breach on the Trustee to determine whether or not part of the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance Corporation of any of its obligations hereunder because covenants herein contained or of any cause beyond its control which prevents its performance or observance acts of any directors, officers, employees, agents or servants of its obligations hereunder the Corporation; and (e) the Corporation hereby indemnifies and not caused agrees to hold harmless the Trustee from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by its fault or default and not avoidable by asserted against the exercise of reasonable effort on its partTrustee, includingwhether groundless or otherwise, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order arising from or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because out of any delay that is excusable under this Section 6.08(5). (6) The obligation act, omission or error of the Trustee to take any action not contemplated made in good faith in the conduct of its duties hereunder, provided that the Trustee has met the standard of care, diligence and skill provided for in Subsection 9.2(a) and, provided further, that the Corporation shall not be conditional upon required to indemnify the New Transit, Trustee in the Partnership event of the negligence or another person furnishing, when required by notice in writing by wilful misconduct of the Trustee, sufficient funds to commence as provided in Subsection 9.2(a), and this provision shall survive the resignation or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to removal of the Trustee to protect and hold harmless or the Trustee against costs, changes, and expenses and liabilities to be incurred as a result termination or discharge of such act and any loss and damages it would reasonably be expected to suffer by reason thereofthis Agreement.

Protection of Trustee. Subject to Section 14.3, the Trustee: (1a) The shall not at any time be under any duty or responsibility to any Debentureholder to determine whether any facts exist which may require any adjustment in the Conversion Price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making the same; (b) shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Shares or of any shares or other securities or property which may at any time be issued or delivered upon the conversion of any Debenture; (c) shall not be responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Common Shares or share certificates upon the surrender of any Debenture for the purpose of conversion, or to comply with any of the covenants contained in this Article;‌ (d) the Debenture Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with the standard statements of care referred to in Section 6.01. (2) None of the provisions fact in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties Indenture or in the exercise Debenture Certificates (except the representation contained in Section 8.9 or in the certificate of any of its the Debenture Trustee rights on the Debenture Certificates) or powers. (3) The Trustee will be required to disburse moneys according verify the same, but all such statements are and shall be deemed to this Agreement only to be made by the extent that moneys have been deposited with it.Corporation; (4e) The nothing herein contained shall impose any obligation on the Debenture Trustee to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (f) the Debenture Trustee shall not be bound to give notice to any notice person or do or take any act, action or proceeding by virtue persons of the powers conferred on it hereby unless and until it execution hereof; (g) the Debenture Trustee shall have been required so to do under the terms hereof; nor shall the Trustee not incur any liability or responsibility whatever or be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit responsible for the consequence of any discretion herein given to breach on the Trustee to determine whether or not part of the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance Corporation of any of its obligations hereunder because covenants herein contained or of any cause beyond its control which prevents its performance or observance acts of any directors, officers, employees, agents or servants of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5).Corporation; and (6h) The obligation of the Trustee Corporation hereby indemnifies and agrees to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee Debenture Trustee, its affiliates, their current and former officers, directors, employees, agents, successors and assigns from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, changesexpenses and disbursements, including legal fees and disbursements of whatever kind and nature which may at any time be imposed on or incurred by or asserted against the Debenture Trustee, whether groundless or otherwise, arising from or out of any act, omission or error of the Debenture Trustee, provided that the Corporation shall not be required to indemnify the Debenture Trustee in the event of the negligence or wilful misconduct of the Debenture Trustee, and expenses and liabilities to be incurred as a result this provision shall survive the resignation or removal of such act and any loss and damages it would reasonably be expected to suffer by reason thereofthe Debenture Trustee or the termination or discharge of this Indenture.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (1a) The the Trustee shall not be responsible liable for or liable by reason of any representations, statements of fact or recitals in this Indenture or in the Warrants (except the representation contained in section 10.9 or in the certificate of the Trustee on the Warrants) or required to verify the same, but all those statements or recitals are and shall be deemed to be made by the Company; (b) nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Trustee shall not be bound to give notice to any person or persons of the execution hereof; (d) the Trustee shall not incur any liability or responsibility whatever or be in any manner whatsoever way responsible for the sufficiency, correctness, genuineness or validity consequence of any security deposited with it, subject to compliance with breach on the standard of care referred to in Section 6.01. (2) None part of the provisions in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance Company of any of its Trustee duties the covenants or in the exercise warranties herein contained or of any acts of its Trustee rights any director, officer, employee or powers.agent of the Company; ^ (3e) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall hereof and the Trustee shall not be required to take notice of any failure by it in default of the exercise of its powers or the carrying out of its obligations Company hereunder (a “default”), unless and until notified in writing of such default, the default (which notice shall distinctly must specify the default desired to be brought to the attention nature of the Trustee and default) and, in the absence of any such notice notice, the Trustee may for all purposes of this Agreement hereunder conclusively assume that no default by the Company hereunder has been madeoccurred. No such The giving of any notice shall in any no way limit any the discretion herein given to of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder^; (f) the Trustee shall not at any time be under any duty or responsibility to any Warrantholder to determine whether or not the Trustee shall take action any facts exist which may require any adjustment contemplated by Article 5, with respect to the nature or extent of any such default.adjustment when made or with respect to the method used in making such adjustment; (5g) The the Trustee shall not be liable in any manner, accountable with respect to the validity or held in breach of this Agreement, if prevented, hindered value (or delayed in the performance kind or observance amount) of any of its obligations hereunder because of shares or other securities or property which may at any cause beyond its control which prevents its performance time be issued or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by delivered upon the exercise of reasonable effort on its partthe rights attached to any Warrant; and (h) the Trustee shall not be responsible for any failure of the Company to make any cash payment or to issue, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order transfer or earthquakes. The performance deliver Common Shares or observance of such obligations shall be extended for a period of time equivalent to certificates therefor upon the time lost because surrender of any delay that is excusable under this Section 6.08(5). (6) The obligation Warrants for the purpose of the Trustee exercise of the rights attached to take such Warrants or to comply with any action not contemplated of the covenants contained in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereofArticle 5.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees: (1a) The the Trustee shall not be responsible liable for or liable by reason of any statements of fact or recitals in this Indenture, in the Notes or in any manner whatsoever for other document relating hereto or thereto (except the sufficiencyrepresentation contained in section 12.1 and in the certificate of the Trustee on the Notes) or required to verify the same, correctness, genuineness but any such statements or validity of any security deposited with it, subject recitals are and shall be deemed to compliance with the standard of care referred to in Section 6.01.be made by VGZ; (2b) None nothing herein contained shall impose any obligation on the Trustee to see to or require evidence of the provisions in registration or filing (or renewal thereof) of this Agreement will require the Trustee in its personal capacity under Indenture or any circumstances whatever to expend instrument ancillary or risk its own funds supplemental hereto or otherwise incur financial liability in the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers.thereto; (3c) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give to any person notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms execution hereof; nor shall ; (d) the Trustee shall not incur any liability or responsibility whatever or be required to take notice in any way responsible for the consequence of any failure by breach on the part of VGZ of any of the covenants contained in this Indenture or in any other document relating hereto or thereto or of any acts of the agents or servants of VGZ or the Guarantor; and (e) VGZ hereby indemnifies and saves harmless the Trustee and its officers, directors, employees and agents from and against any and all liabilities, losses, costs, claims, actions or demands whatsoever which may be brought against the Trustee or which it in may suffer or incur as a result or arising out of the exercise performance of its powers or the carrying out of its duties and obligations hereunder (a “default”including without limitation the fees and disbursements of any advisers and legal counsel it may retain), unless and until notified save only in writing the event of such default, which notice shall distinctly specify the default desired to be brought to the attention gross negligence or wilful misconduct of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because officers, directors, employees or agents. This indemnification shall survive the termination of any cause beyond its control which prevents its performance this Indenture or observance of any of its obligations hereunder and not caused by its fault the resignation or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation removal of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to Trustees it is expressly declared and agreed as follows: (1a) The the Trustee shall not be responsible liable for or liable by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the signature of the Trustee on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Company; (b) nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Trustee shall not be bound to give notice to any person or persons of the execution hereof; (d) the Trustee shall not incur any liability or responsibility whatever or be in any manner whatsoever way responsible for the sufficiency, correctness, genuineness or validity consequence of any security deposited with it, subject to compliance with breach on the standard of care referred to in Section 6.01. (2) None part of the provisions in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance Company of any of its Trustee duties the covenants herein contained or in the exercise of any acts of its Trustee rights any directors, officers, employees, agents or powers.servants of the Company; and (3e) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; hereof nor shall the Trustee be required to take notice of any failure by it in default of the exercise of its powers or the carrying out of its obligations Company hereunder (a “default”), unless and until notified in writing of such default, the default (which notice shall distinctly must specify the default desired to be brought to the attention nature of the Trustee and default) and, in the absence of any such notice that notice, the Trustee may for all purposes of this Agreement hereunder conclusively assume that no default by the Company hereunder has been madeoccurred. No such The giving of any notice shall in any no way limit any the discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee hereunder as to take whether any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when is required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result taken in respect of such act and any loss and damages it would reasonably be expected to suffer by reason thereofdefault hereunder.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and addressed as follows: (1a) the Trustee and its directors, officers, employees and agents will at all times be indemnified and saved harmless by the Corporation from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and 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 on a solicitor and client basis, and costs and expenses incurred in connection with the enforcement of this indemnity, 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. The foregoing provisions of this subsection do not apply to the extent that in any circumstances there has been a failure by the Trustee or its employees to act honestly and in good faith or where the Trustee or its employees have acted negligently or in willful disregard of the Trustee's obligations hereunder or shall not have complied with subsection 12.3(a). This indemnity shall survive resignation or removal of the Trustee and the discharge of this Indenture; (b) the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with the standard statements of care referred to in Section 6.01. (2) None of the provisions fact or recitals in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties Indenture or in the exercise Debentures (except the representation contained in sections 12.2 and 12.13 and in the certificate of the Trustee on the Debentures) or required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (c) nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (d) the Trustee shall not be bound to give notice to any Person of the execution hereof; (e) the Trustee shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of its Trustee rights the Corporation or powers.any of the covenants herein contained or of any acts of the agents of the Corporation; (3f) The notwithstanding any other provisions of this Indenture, the Trustee will be required shall have no obligation to transfer any Debentures unless provided with such documents as it deems satisfactory, acting reasonably; (g) the Trustee shall incur no liability with regard to the delivery or non-delivery of any certificate, whether delivered by hand, mail or other means; (h) the Trustee shall disburse moneys according to this Agreement Indenture only to the extent that moneys have been deposited with it.. The Trustee shall incur no liability for moneys deposited otherwise than with the Trustee; and (4i) The the Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue responsible for ensuring that the proceeds of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it Debenture issuance are used in the exercise of its powers or manner contemplated in the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify final) prospectus qualifying the default desired to be brought to the attention distribution of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable Debentures under this Section 6.08(5). (6) The obligation applicable securities laws of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result provinces of such act and any loss and damages it would reasonably be expected to suffer by reason thereofCanada.

Protection of Trustee. ‌ By way of supplement to any Applicable Law from time to time relating to trustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly agreed that: (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with statements of fact or recitals in this Indenture or in the standard of care referred to Debentures (except the representations and warranties contained in Section 6.01. (2) None of the provisions in this Agreement will require 8.1 and Section 8.11 which are being given by the Trustee in its personal capacity under any circumstances whatever capacity) or required to expend verify the same, but all such statements or risk its own funds or otherwise incur financial liability in recitals are and shall be deemed to be made by the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers.Corporation; (3b) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give to any Person notice of the execution of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or do become obliged to enforce the same; (c) the Trustee shall not incur any liability or take be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Indenture or of any acts of the agents or servants of the Corporation; (d) the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, 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, action deed, matter or proceeding by virtue thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the powers conferred on it hereby unless and until it shall have been required so gross negligence or reckless disregard in acting or failing to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers act, or the carrying out wilful misconduct, dishonesty or bad faith of its obligations hereunder the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (a “default”f) without limiting the generality of (e), unless the Corporation will indemnify and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of hold harmless the Trustee and in the absence of any such notice upon written request reimburse the Trustee may for all purposes the amount of: (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under clauses (i) and (ii) of this Agreement conclusively assume that no default has been made. No such notice shall Section 8.10(f), but excluding any taxes on the Trustee’s net income arising from fees for acting as the trustee hereunder or in any way limit any discretion herein respect of the Trustee’s capital. (g) the rights, privileges, protections, immunities and benefits given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its partTrustee, including, without limitation, an the right to be indemnified, are extended to, and shall be enforceable by, Alliance Trust Company, and each agent, custodian and other Person employed to act hereunder; (h) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of Godany kind whatsoever (including, riotsbut not limited to, terrorism, acts loss of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance profit) irrespective of whether such Trustee has been advised of the likelihood of such obligations shall be extended for a period loss or damage and regardless of time equivalent the form of action; (i) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the time lost because performance of any delay that is excusable of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (j) the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any matter under this Section 6.08(5).Indenture, unless the Trustee shall have received from the Corporation or a Holder written notice stating the matter in respect of which the Trustee should have notice or actual knowledge; and (6k) The obligation the Trustee shall not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Trustee to take Corporation or of any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to Person on whose signature the Trustee may be called upon to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereofor refrain from acting under this Indenture.

Protection of Trustee. By way of supplement to any Applicable Law from time to time relating to trustees and in addition to any other provision of this Indenture for the relief of the Trustee, it is expressly agreed that: (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with statements of fact or recitals in this Indenture or in the standard of care referred to Debentures (except the representations and warranties contained in Section 6.01. (2) None of the provisions in this Agreement will require 8.1 and Section 8.11 which are being given by the Trustee in its personal capacity under any circumstances whatever capacity) or required to expend verify the same, but all such statements or risk its own funds or otherwise incur financial liability in recitals are and shall be deemed to be made by the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers.Corporation; (3b) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give to any Person notice of the execution of this Indenture unless and until an Event of Default and declaration of acceleration has occurred, and the Trustee has determined or do become obliged to enforce the same; (c) the Trustee shall not incur any liability or take be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Indenture or of any acts of the agents or servants of the Corporation; (d) the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, 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, action deed, matter or proceeding by virtue thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the powers conferred on it hereby unless and until it shall have been required so gross negligence or reckless disregard in acting or failing to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers act, or the carrying out wilful misconduct, dishonesty or bad faith of its obligations hereunder the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation or removal of the Trustee; (a “default”f) without limiting the generality of (d), unless the Corporation will indemnify and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of hold harmless the Trustee and in the absence of any such notice upon written request reimburse the Trustee may for all purposes the amount of (i) any taxes levied or imposed and paid by the Trustee as a result of payments made under or with respect to the Debentures, (ii) any liability (including penalties and interest) arising therefrom or with respect thereto paid by the Trustee as a result of payments made under or with respect to the Debentures and (iii) any taxes levied or imposed and paid by the Trustee with respect to reimbursement under clauses (i) and (ii) of this Agreement conclusively assume that no default has been made. No such notice shall Section 8.10(d), but excluding any taxes on the Trustee’s net income arising from fees for acting as the trustee hereunder or in any way limit any discretion herein respect of the Trustee’s capital. (g) the rights, privileges, protections, immunities and benefits given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its partTrustee, including, without limitation, an the right to be indemnified, are extended to, and shall be enforceable by, AST Trust Company (Canada), and each agent, custodian and other Person employed to act hereunder; (h) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of Godany kind whatsoever (including, riotsbut not limited to, terrorism, acts loss of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance profit) irrespective of whether such Trustee has been advised of the likelihood of such obligations shall be extended for a period loss or damage and regardless of time equivalent the form of action; (i) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the time lost because performance of any delay that is excusable of the trusts and powers vested in it by this Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (j) the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any matter under this Section 6.08(5).Indenture, unless the Trustee shall have received from the Corporation or a Holder written notice stating the matter in respect of which the Trustee should have notice or actual knowledge; and (6k) The obligation the Trustee shall not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Trustee to take Corporation or of any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to Person on whose signature the Trustee may be called upon to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereofor refrain from acting under this Indenture.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees: (1a) the Trustee shall not be liable for or by reason of any statements of fact or recitals in this Indenture, in the Notes, in the GBG GSA or in any other document relating hereto or thereto (except the representation contained in section 12.11 and in the certificate of the Trustee on the Notes) or required to verify the same, but any such statements or recitals are and shall be deemed to be made by GBG; (b) nothing herein contained shall impose any obligation on the Trustee to see to or require evidence of the registration or filing (or renewal thereof) of this Indenture or the GBG GSA or any instrument ancillary, including but not limited to security documents relating to the Guarantors, or supplemental hereto or thereto; (c) the Trustee is not a party to, nor is bound by, any provisions which may be evidenced by, or arise out of, any agreement other than as therein set forth under the express provisions of this Agreement; (d) the Trustee shall not be answerable for the default or misconduct of any adviser, agent or legal counsel employed or appointed, at its discretion, by it if such adviser, agent or legal counsel shall have been selected with reasonable care; (e) the Trustee shall not be liable for any error of judgement, or for any act done or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or omit from doing in connection herewith, except its own wilful misconduct and gross negligence; (f) the Trustee shall not be bound to give to any person notice of the execution hereof; (g) the Trustee shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of GBG of any of the covenants contained in this Indenture, in the GBG GSA or in any other document relating hereto or thereto or of any acts of the agents or servants of GBG; (h) GBG and the Guarantors hereby agree to jointly and severally indemnify and save harmless the Trustee and its officers, directors, employees and agents from and against any and all liabilities, losses, costs, claims, actions or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result or arising out of the performance of its duties and obligations hereunder (including without limitation the fees and disbursements of any advisers and legal counsel it may retain), save only to the extent caused by the gross negligence or wilful misconduct of the Trustee or any of its officers, directors, employees or agents. This indemnification shall survive the termination of this Indenture or the resignation or removal of the Trustee; (i) every party to this Agreement agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. The Trustee shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the Opinion of Counsel, may involve it in expense or liability, unless the parties hereto shall, so often as required, furnish the Trustee with satisfactory indemnity and funding against such expense or liability; (j) the forwarding of a cheque by the Trustee will satisfy and discharge the liability for any amounts due to the extent of the sum or sums represented thereby (plus the amount of any tax deducted or withheld as required by law) unless such cheque is not honoured on presentation; provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Trustee, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and indemnity reasonably satisfactory to it, will issue to such payee a replacement cheque for the amount of such cheque; (k) the Trustee will disburse monies according to this Agreement only to the extent that monies have been deposited with it; (l) the Trustee shall not be bound by any notice, claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing, and signed by the parties hereto and if its rights and duties herein are affected, unless it shall have given its prior written consent thereto; (m) the Trustee shall have no duties except those which are expressly set forth herein, and the Trustee shall not be liable except for the performance of such duties and obligations as shall specifically be set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Trustee; (n) the Trustee shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any security deposited with it, subject to compliance with the standard of care referred to in Section 6.01.; (2o) None of the provisions in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers. (3) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound responsible for assessing the validity or advisability of any directions or instructions received by it. The Trustee shall under no circumstances be deemed to give any notice provide legal, investment, tax or do trading advice or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall counselling; (p) the Trustee be required shall incur no liability with respect to take notice the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means; (q) nothing herein shall be deemed to hold the Trustee responsible for failure by it in the exercise of its powers GBG or the carrying Guarantors to maintain insurance coverage or for any loss arising out of its any want, defect or insufficiency in any insurance policy, or because of failure of any insurer to pay the full amount of any loss or damage insured against. The Trustee shall be entitled to request and rely absolutely upon an Officers' Certificate of GBG stating that each of GBG and the Guarantors are in compliance with their covenant to maintain adequate insurance coverage. No duty with respect to effecting or maintaining insurance coverage shall rest with the Trustee; (r) given that the Guarantors have and GBG have created certain security documents to secure all obligations hereunder (a “default”)created under this Indenture which are joint and several and amongst GBG and the other Guarantors and given that such security documents state that the rights, unless duties and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention obligations of the Trustee under such documents shall be governed by and construed in the absence accordance with laws other than those of any such notice British Columbia and Canada, GBG agrees to indemnify and hold harmless the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to duties, obligations or standards imposed on the Trustee under any laws which are not Canadian which are more stringent, than the duties, obligations and standards to determine whether or not which the Trustee shall take action with respect to would be held as the Trustee under such default.security agreements by the laws of British Columbia and Canada; and (5s) The the Trustee shall not be liable in for or by reason of: a. any mannerfailure or defect of title to, or held encumbrance upon, the GBG Charged Property or any security pledged hereunder; b. any failure of or defect in breach the registration, filing or recording of this AgreementIndenture or any other deed or writing delivered hereunder by way of mortgage or charge upon the GBG Charged Property or any security pledged hereunder or any part thereof, if preventedor any notice, hindered caveat or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent financing statement with respect to the time lost because of foregoing; or c. any delay that is excusable under this Section 6.08(5). (6) The obligation failure to do any act necessary to constitute, perfect and maintain the priority of the Trustee security hereby created or otherwise created with respect to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereofGBG Charged Property.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with the standard statements of care referred to in Section 6.01. (2) None of the provisions fact or recitals in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties Trust Indenture or in the exercise Licenses (except the representations contained in Sections 10.9 and 10.13 or deemed by the provisions of any Section 2.3 to have been made through the certification of its the Trustee rights on the Licenses) or powers.required to verify the same, but all such statements or recitals are and shall be deemed to be made by each of the Corporations, as applicable; (3b) The nothing herein contained shall impose any obligation on the Trustee will be required to disburse moneys according see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement only to the extent that moneys have been deposited with it.Trust Indenture or any instrument ancillary or supplemental hereto; (4c) The the Trustee shall not be bound to give notice to any notice or do or take any act, action or proceeding by virtue person of the powers conferred on it hereby unless and until it shall have been required so to do under the terms execution hereof; nor shall ; (d) the Trustee shall not incur any liability or responsibility whatever or be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit responsible for the consequence of any discretion herein given to breach on the Trustee to determine whether or not part of each of the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance Corporations of any of its obligations hereunder because the covenants herein contained or of any cause beyond acts of the agents or servants of each of the Corporations; (e) subject to Section 10.9, the Trustee, in its control which prevents personal capacity or any other capacity, may buy, lend upon and deal in securities of each of the Corporations or any Affiliate of each of the Corporations and generally may contract and enter into financial transactions with each of the Corporations or any Affiliate of each of the Corporations without being liable to account for any profit made thereby; and (f) the Trustee, its performance or observance officers, directors, employees and agents will at all times be indemnified and saved harmless by each of any the Corporations from and against all claims, demands, losses, actions, causes of its obligations hereunder action, costs, charges, expenses, damages and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its partliabilities whatsoever arising in connection with this Trust Indenture, including, without limitation, an act those arising out of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance related to actions taken or observance of such obligations shall omitted to be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of taken by the Trustee to take any action not contemplated hereby, legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in its duties hereunderconnection with the enforcement of this indemnity, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by which the Trustee, sufficient funds to commence its officers, directors, employees and agents may suffer or continue such incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, action deed, matter or proceeding thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee and indemnify (including any deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this paragraph 10.7(f) do not apply to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to that in any circumstances there has been a failure by the Trustee or its employees or agents to protect act honestly and hold harmless in good faith or to discharge the Trustee’s obligations under Subsection 10.1(1) or where the Trustee against costsor its employees or agents have acted negligently or in wilful disregard of their obligations hereunder or have negligently or in wilful disregard of their obligations hereunder, changes, and expenses and liabilities failed to be incurred as a result act. This indemnification shall survive the termination or discharge of such act and any loss and damages it would reasonably be expected to suffer by reason thereofthis Trust Indenture or the replacement or resignation of the Trustee.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (1a) The the Trustee shall not be responsible liable for or liable by reason of any representations, statements of fact or recitals in this Indenture or in the Warrants (except the representation contained in section or in the certificate of the Trustee on the Warrants) or required to verify the same, but all those statements or recitals are and shall be deemed to be made by the Company; (b) nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration (or filing or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Trustee shall not be bound to give notice to any person or persons of the execution hereof; (d) the Trustee shall not incur any liability or responsibility whatever or be in any manner whatsoever way responsible for the sufficiency, correctness, genuineness or validity consequence of any security deposited with it, subject to compliance with breach on the standard of care referred to in Section 6.01. (2) None part of the provisions in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance Company of any of its Trustee duties the covenants or in the exercise warranties herein contained or of any acts of its Trustee rights any director, officer, employee or powers.agent of the Company; (3e) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give any notice or to do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall hereof and the Trustee shall not be required to take notice of any failure by it in default of the exercise of its powers or the carrying out of its obligations Company hereunder (a “default”), unless and until notified in writing of such default, the default (which notice shall distinctly must specify the default desired to be brought to the attention nature of the Trustee and default) and, in the absence of any such notice notice, the Trustee may for all purposes of this Agreement hereunder conclusively assume that no default by the Company hereunder has been madeoccurred. No such The giving of any notice shall in any no way limit any the discretion herein given to of the Trustee hereunder as to whether any action is required to be taken in respect of any default hereunder; (f) the Trustee shall not at any time be under any duty or responsibility to any Warrantholder to determine whether or not the Trustee shall take action any facts exist which may require any adjustment contemplated by Article 5, with respect to the nature or extent of any such default.adjustment when made or with respect to the method used in making such adjustment; (5g) The the Trustee shall not be liable in any manner, accountable with respect to the validity or held in breach of this Agreement, if prevented, hindered value (or delayed in the performance kind or observance amount) of any of its obligations hereunder because of shares or other securities or property which may at any cause beyond its control which prevents its performance time be issued or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by delivered upon the exercise of reasonable effort on its partthe rights attached to any Warrant; and (h) the Trustee shall not be responsible for any failure of the Company to make any cash payment or to issue, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order transfer or earthquakes. The performance deliver Common Shares or observance of such obligations shall be extended for a period of time equivalent to certificates therefor upon the time lost because surrender of any delay that is excusable under this Section 6.08(5). (6) The obligation Warrants for the purpose of the Trustee exercise of the rights attached to take such Warrants or to comply with any action not contemplated of the covenants contained in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereofArticle 5.

Protection of Trustee. (1a) The Protection: By way of supplement to the provisions of any applicable law for the time being relating to the Agent, it is expressly declared and agreed that: (i) the Trustee will not be liable for or by reason of, or required to substantiate, any statement of fact, representation or recital in this Indenture or in the Special Warrant Certificates (except the representation contained in Section 9.9 hereof or in the certificate of the Trustee on the Special Warrant Certificates or other representation of the Trustee made herein or therein), but all such statements or recitals are and will be deemed to be made by the Corporation; (ii) nothing herein contained will impose on the Trustee any obligation to see to, or to require evidence of, the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (iii) the Trustee will not be bound to give notice to any person of the execution hereof; (iv) the Trustee will not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach by the Corporation of any obligation or warranty herein contained or of any act of any director, officer, employee or agent of the Corporation; (v) the Trustee will incur no liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means provided that they are sent in accordance with the provisions hereof; (vi) the Trustee shall not be accountable with respect to the validity or value (or the kind or amount) of any Underlying Securities or of any shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Special Warrant; and (vii) the Trustee shall not be responsible for any failure of the Corporation to issue, transfer or liable in deliver Underlying Securities or certificates representing Underlying Securities upon the surrender of any manner whatsoever Special Warrants for the sufficiency, correctness, genuineness or validity purpose of any security deposited with it, subject to compliance with the standard of care referred to in Section 6.01. (2) None of the provisions in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties or in the exercise of such rights or to comply with any of its Trustee rights or powersthe covenants contained in Article 5 hereof. (3) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees, it is expressly declared and agreed as follows: (1a) The Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with itstatements of fact or recitals in this Indenture, subject in the legends in the Warrant certificates, or in the Warrant certificates (except the representation contained in section 8.9) or be required to compliance with verify the standard of care referred same, but all such statements or recitals are and shall be deemed to in Section 6.01be made by the Corporation. (2b) None Nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the provisions in registration or filing (or renewal thereof) of this Agreement will require the Trustee in its personal capacity under Indenture or any circumstances whatever to expend instrument ancillary or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powerssupplemental hereto. (3) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4c) The Trustee shall not be bound to give notice to any person of the execution hereof. (d) The Trustee shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation. (e) The Trustee shall have no duties except those which are expressly set forth herein and the Trustee shall not be bound by any notice of claim or do demand with respect thereto or take any actwaiver, action modification, amendment, termination or proceeding rescission of this Indenture unless received by virtue the Trustee in writing and signed by the other parties hereto. (f) The Trustee shall retain the right not to act in accordance with any demand, direction or document given or made under this Indenture where the demand, direction, or document is not clear and unambiguous or where the demand, direction or document in the opinion of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in requires the exercise of its powers discretion or judgement on the carrying out part of the Trustee, provided that if the Trustee decides not to act it will forthwith provide written notice to the Corporation of its obligations hereunder (a “default”), unless and until notified in writing decision not to act. In the event of such default, which notice shall distinctly specify the default desired to be brought to the attention decision of the Trustee and in the absence of any such notice the Trustee may for all purposes of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein given not to the Trustee to determine whether or not act, the Trustee shall take action with respect have the right to such defaultapply to a court of competent jurisdiction for direction. (5g) The Trustee shall not be liable accountable with respect to the validity or value of any Common Shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Warrant. (h) The Trustee shall not be responsible for any failure of the Corporation to issue or deliver Common Shares or certificates evidencing Common Shares upon the surrender of any Warrant for the purpose of the exercise of such rights or to comply with any of the covenants in section 2.13. (i) The Trustee shall not incur any manner, liability or held in responsibility whatsoever for the consequence of any breach on the part of this Agreement, if prevented, hindered or delayed in the performance or observance Corporation of any of its obligations hereunder because the representations, warranties or covenants herein contained or of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order the agents or earthquakes. The performance or observance servants of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5)Corporation. (6j) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional protected in acting upon any written notice, request, waiver, consent, certificate, receipt, statutory declaration or other paper or document furnished to it, not only as to its due execution and the New Transit, validity and the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (effectiveness of its provisions but also as to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect truth and hold harmless the Trustee against costs, changes, and expenses and liabilities acceptability of any information therein contained which it in good faith believes to be incurred as a result of such act genuine and any loss and damages what it would reasonably be expected purports to suffer by reason thereofbe.

Protection of Trustee. By way of supplement to any Applicable Law from time to time relating to trustees and in addition to any other provision of this Warrant Indenture for the relief of the Trustee, it is expressly agreed that: (1a) The the Trustee shall not be responsible liable for or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity by reason of any security deposited with it, subject to compliance with statements of fact or recitals in this Warrant Indenture or in the standard of care referred to Certificated Warrants (except the representations and warranties contained in Section 6.01. (2) None of the provisions in this Agreement will require 6.1 and Section 6.10 which are being given by the Trustee in its personal capacity under any circumstances whatever capacity) or required to expend verify the same, but all such statements or risk its own funds or otherwise incur financial liability in recitals are and shall be deemed to be made by the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers.Corporation; (3b) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give to any Person notice of the execution of this Warrant Indenture unless and until a default and declaration of acceleration has occurred, and the Trustee has determined or do become obliged to enforce the same; (c) the Trustee shall not incur any liability or take be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Warrant Indenture or of any acts of the agents or servants of the Corporation; (d) the permissive rights of a Trustee enumerated herein shall not be construed as duties; (e) in addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees and agents from and against any and all liabilities, losses, costs, claims, actions, expenses (including legal fees and disbursements on a solicitor and client basis) or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Warrant Indenture including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Trustee contemplated by this Warrant Indenture, and including legal fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with the enforcement of this indemnity, 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, action deed, matter or proceeding by virtue thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Trustee, save only in the event of the powers conferred on it hereby unless and until it shall have been required so gross negligence or reckless disregard in acting or failing to do under the terms hereof; nor shall the Trustee be required to take notice of any failure by it in the exercise of its powers act, or the carrying out of its obligations hereunder (a “default”)wilful misconduct, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention dishonesty or bad faith of the Trustee Trustee. It is understood and in agreed that this indemnification shall survive the absence of any such notice the Trustee may for all purposes termination or discharge of this Agreement conclusively assume that no default has been made. No such notice shall in any way limit any discretion herein Warrant Indenture or the resignation or removal of the Trustee; (f) the rights, privileges, protections, immunities and benefits given to the Trustee to determine whether or not the Trustee shall take action with respect to such default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its partTrustee, including, without limitation, an the right to be indemnified, are extended to, and shall be enforceable by, Alliance Trust Company, and each agent, custodian and other Person employed to act hereunder; (g) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of Godany kind whatsoever (including, riotsbut not limited to, terrorism, acts loss of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance profit) irrespective of whether such Trustee has been advised of the likelihood of such obligations shall be extended for a period loss or damage and regardless of time equivalent the form of action; (h) the Trustee may, in the exercise of all or any of the trusts, powers and discretion vested in it under this Warrant Indenture, act by the responsible officers of the Trustee; the Trustee may delegate to any Person the time lost because performance of any delay that is excusable of the trusts and powers vested in it by this Warrant Indenture, and any delegation may be made upon such terms and conditions and subject to such regulations as the Trustee may think to be in the best interest of the Holders; (i) the Trustee shall not be required to take notice or be deemed to have notice or actual knowledge of any matter under this Section 6.08(5).Warrant Indenture, unless the Trustee shall have received from the Corporation or a Holder written notice stating the matter in respect of which the Trustee should have notice or actual knowledge; and (6j) The obligation the Trustee shall not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Trustee to take Corporation or of any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to Person on whose signature the Trustee may be called upon to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereofor refrain from acting under this Warrant Indenture.

Protection of Trustee. By way of supplement to the provisions of any law for the time being relating to trustees it is expressly declared and agreed as follows: (1a) the Trustee shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the certificate of the Trustee on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; (b) nothing herein contained shall impose any obligation on the Trustee to see to or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto; (c) the Trustee shall not be bound to give notice to any person or persons of the execution hereof; (d) the Corporation indemnifies and saves harmless the Trustee and its officers, directors and employees from and against any and all liabilities, losses, costs, claims, actions, or demands whatsoever which may be brought against the Trustee or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture, save only in the event of the negligent failure to act, or the willful misconduct or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation of the Trustee; (e) The Trustee shall incur no liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means; (f) The Trustee shall not be responsible liable for any error in judgment or liable for any act performed or step taken or omitted by it in good faith for any manner whatsoever mistake, in fact or in law, or for the sufficiency, correctness, genuineness anything it may do or validity refrain from doing in connection herewith except arising out of any security deposited with it, subject to compliance with the standard of care referred to in Section 6.01.its own gross negligence or willful misconduct or bad faith; and (2) None of the provisions in this Agreement will require the Trustee in its personal capacity under any circumstances whatever to expend or risk its own funds or otherwise incur financial liability in the performance of any of its Trustee duties or in the exercise of any of its Trustee rights or powers. (3g) The Trustee will be required to disburse moneys according to this Agreement only to the extent that moneys have been deposited with it. (4) The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and by this Indenture until it shall have has been required so to do under the terms hereof; nor shall the of this Indenture. The Trustee will not be required to take notice of any failure by it in the exercise of its powers or the carrying out of its obligations hereunder (a “default”), default under this Indenture unless and until notified in writing of such default, default which notice shall distinctly will specify the default desired to be brought to the attention of the Trustee and in Trustee. In the absence of any such notice notice, the Trustee may for all purposes of this Agreement conclusively Indenture assume that no default has been mademade in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained in this Indenture. No Any such notice shall will in any no way limit any discretion herein given to the Trustee in this Indenture to determine whether or not the Trustee shall to take action with respect to such any default. (5) The Trustee shall not be liable in any manner, or held in breach of this Agreement, if prevented, hindered or delayed in the performance or observance of any of its obligations hereunder because of any cause beyond its control which prevents its performance or observance of any of its obligations hereunder and not caused by its fault or default and not avoidable by the exercise of reasonable effort on its part, including, without limitation, an act of God, riots, terrorism, acts of war, epidemics, governmental action, judicial order or earthquakes. The performance or observance of such obligations shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 6.08(5). (6) The obligation of the Trustee to take any action not contemplated in its duties hereunder, shall be conditional upon the New Transit, the Partnership or another person furnishing, when required by notice in writing by the Trustee, sufficient funds to commence or continue such act, action or proceeding and indemnify (to the extent sufficient funds for such purpose are not available to the Trust) satisfactory to the Trustee to protect and hold harmless the Trustee against costs, changes, and expenses and liabilities to be incurred as a result of such act and any loss and damages it would reasonably be expected to suffer by reason thereof.