Common use of Protection of Trustee Clause in Contracts

Protection of Trustee. The Corporation hereby indemnifies and saves harmless the Trustee and its directors, officers and employees (each in this Section 13.17, an “Indemnified Persons”) from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages, taxes (other than income or capital taxes), penalties and liabilities whatsoever brought against or incurred by the Trustee (collectively in this Section 13.17, “Claims”), including Claims arising under or pursuant to Environmental Laws, which it may suffer or incur as a result of or arising in connection with the performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever kind or nature, except that no Indemnified Person shall be entitled to indemnification in respect of a Claim resulting from the gross negligence, fraud, or wilful misconduct. This indemnity shall survive the removal or resignation of the Trustee under this Indenture and the termination of this Indenture. The Trustee shall not be liable for or by reason of any statements of fact in this Indenture or in the Subordinate Secured Notes (except for the representations contained in Sections 13.3 and in the certificate of the Trustee on the Subordinate Secured Notes) or required to verify such statements, and all such statements are and shall be deemed to be made by the Corporation. The Trustee shall not be bound to give notice to any Person of the execution of this Indenture. The Trustee shall not incur any liability or responsibility whatever or in any way be responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Indenture or in any Subordinate Secured Notes or of any acts of the agents or employees of the Corporation. Neither the Trustee nor any Affiliate of the Trustee shall be appointed a receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation. Nothing in this Indenture shall 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 to this Indenture, including the Security Documents, in any jurisdiction. The Trustee shall not: (a) be responsible or liable for any debts contracted by it, for damages to persons or property, for salaries, or for non-fulfilment of contracts in any period during which the Trustee is managing or in possession of assets of the Corporation; (b) be liable to account as mortgagee in possession or for anything other than actual receipts or be liable for any loss on realization or for any default or omission for which a mortgagee in possession may be liable; (c) be bound to do, observe or perform or to see to the observance of performance by the Corporation of any obligations or covenants imposed upon the Corporation; or (d) in the case of any chattel paper, security or instrument, be obligated to preserve rights against any other Persons, and the Corporation waives any provision of Applicable Law permitted to be waived by it which imposes higher or greater obligations upon the Trustee. The Trustee shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any security deposited with it. The Trustee shall not incur any liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means. The Trustee shall not be responsible for ensuring that the proceeds from the sale of Subordinate Secured Notes are used in a manner contemplated by any prospectus pursuant to which such Subordinate Secured Notes were offered or sold. The Corporation hereby indemnifies and holds harmless the Trustee, its directors, officers, employees, and agents, and all of their respective representatives, heirs, successors and assigns (collectively in this and the next paragraph the "Indemnified Parties") against any loss, expenses, claim, proceedings, judgment, liability or asserted liability (including strict liability and including costs and expenses of abatement and remediation of spills or releases of contaminants and including liabilities of the Indemnified Parties to third parties (including governmental agencies) in respect of bodily injuries, property damage, damage to or impairment of the environment or any other injury or damage and including liabilities of the Indemnified Parties to third parties for the third parties' foreseeable and unforeseeable consequential damages) incurred as a result of: (e) the administration of the trust created hereby; (f) the exercise by the Trustee of any rights hereunder or under the Security Documents which create an interest in property (in this paragraph, “Mortgaged Property”); which result from or relate, directly or indirectly, to: (i) the presence or release of any contaminants, by any means or for any reason, on the Mortgaged Property, whether or not release or presence of the contaminants was under the control, care or management of the Corporation or of a previous owner, or of a tenant; (ii) any contaminant present on or released from any contiguous property to the Mortgaged Property; or (iii) the breach or alleged breach of any environmental laws by the Corporation. For purposes of the previous paragraph, "liability" shall include (i) liability of an Indemnified Party for costs and expenses of abatement and remediation of spills and releases of contaminants, (ii) liability of an Indemnified Party to a third party to reimburse the third party for bodily injuries, property damages and other injuries or damages which the third party suffers, including (to the extent, if any, that the Indemnified Party is liable therefor) foreseeable and unforeseeable consequential damages suffered by the third party and (iii) liability of the Indemnified Party for damage suffered by the third party, (iv) liability of an Indemnified Party for damage to or impairment of the environment and (v) liability of an Indemnified Party for court costs, expenses of alternative dispute resolution proceedings, and fees and disbursements of expert consultants and legal counsel on a solicitor and client basis. By way of supplement to the provisions of any law for the time being relating to the Trustee, it is expressly declared and agreed that the Trustee shall not be liable for or by reason of: (a) any failure or defect of title to, or encumbrance upon, the property and assets granted under the Security Documents; (b) any failure of or defect in the registration, filing or recording of the Security Documents or any other deed or writing delivered hereunder by way of mortgage or charge upon the property and assets granted thereunder or any part thereof, or any notice, caveat or financing statement with respect to the foregoing; or (c) any failure to do any act necessary to constitute, perfect and maintain the priority of the security hereby created.

Protection of Trustee. The Corporation hereby indemnifies and saves harmless the Trustee and its directors, officers and employees (each in this Section 13.17paragraph, an “"Indemnified Persons”") from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages, taxes (other than income or capital taxes), penalties and liabilities whatsoever brought against or incurred by the Trustee (collectively in this Section 13.17paragraph, “"Claims”"), including Claims arising under or pursuant to Environmental Laws, which it may suffer or incur as a result of or arising in connection with the performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever kind or nature, except that no Indemnified Person shall be entitled to indemnification in respect of a Claim resulting from the gross negligence, fraud, or wilful misconduct, breach of fiduciary duty or bad faith of the Trustee. This indemnity shall survive the removal or resignation of the Trustee under this Indenture and the termination of this Indenture. The Trustee shall not be liable for or by reason of any statements of fact in this Indenture or in the Subordinate Secured Notes (except for the representations contained in Sections 13.3 11.3 and 11.18 and in the certificate of the Trustee on the Subordinate Secured Notes) or required to verify such statements, and all such statements are and shall be deemed to be made by the Corporation. The Trustee shall not be bound to give notice to any Person of the execution of this Indenture. The Trustee shall not incur any liability or responsibility whatever or in any way be responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Indenture or in any Subordinate Secured Notes or of any acts of the agents or employees of the Corporation. Neither the Trustee nor any Affiliate of the Trustee shall be appointed a receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation. Nothing in this Indenture shall 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 to this Indenture, including the Security Documents, Indenture in any jurisdiction. The Trustee shall not: (a) be responsible or liable for any debts contracted by it, for damages to persons or property, for salaries, or for non-fulfilment of contracts in any period during which the Trustee is managing or in possession of assets of the Corporation; (b) be liable to account as mortgagee in possession or for anything other than actual receipts or be liable for any loss on realization or for any default or omission for which a mortgagee in possession may be liable; (c) be bound to do, observe or perform or to see to the observance of performance by the Corporation of any obligations or covenants imposed upon the Corporation; or (d) in the case of any chattel paper, security or instrument, be obligated to preserve rights against any other Persons, and the Corporation waives any provision of Applicable Law applicable law permitted to be waived by it which imposes higher or greater obligations upon the Trustee. The Trustee shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any security deposited with it. The Trustee shall not incur any liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means. The Trustee shall not be responsible for ensuring that the proceeds from the sale of Subordinate Secured Notes are used in a manner contemplated by any prospectus pursuant to which such Subordinate Secured Notes were offered or sold. The Corporation hereby indemnifies and holds harmless the Trustee, its directors, officers, employees, and agents, and all of their respective representatives, heirs, successors and assigns (collectively in this and the next paragraph the "Indemnified Parties") against any loss, expenses, claim, proceedings, judgment, liability or asserted liability (including strict liability and including costs and expenses of abatement and remediation of spills or releases of contaminants and including liabilities of the Indemnified Parties to third parties (including governmental agencies) in respect of bodily injuries, property damage, damage to or impairment of the environment or any other injury or damage and including liabilities of the Indemnified Parties to third parties for the third parties' foreseeable and unforeseeable consequential damages) incurred as a result of: (e) the administration of the trust created hereby; (f) the exercise by the Trustee of any rights hereunder or under the Security Documents which create an interest in property (in this paragraph, “Mortgaged Property”); which result from or relate, directly or indirectly, to: (i) the presence or release of any contaminants, by any means or for any reason, on the Mortgaged Property, whether or not release or presence of the contaminants was under the control, care or management of the Corporation or of a previous owner, or of a tenant; (ii) any contaminant present on or released from any contiguous property to the Mortgaged Property; or (iii) the breach or alleged breach of any environmental laws by the Corporation. For purposes of the previous paragraph, "liability" shall include (i) liability of an Indemnified Party for costs and expenses of abatement and remediation of spills and releases of contaminants, (ii) liability of an Indemnified Party to a third party to reimburse the third party for bodily injuries, property damages and other injuries or damages which the third party suffers, including (to the extent, if any, that the Indemnified Party is liable therefor) foreseeable and unforeseeable consequential damages suffered by the third party and (iii) liability of the Indemnified Party for damage suffered by the third party, (iv) liability of an Indemnified Party for damage to or impairment of the environment and (v) liability of an Indemnified Party for court costs, expenses of alternative dispute resolution proceedings, and fees and disbursements of expert consultants and legal counsel on a solicitor and client basis. By way of supplement to the provisions of any law for the time being relating to the Trustee, it is expressly declared and agreed that the Trustee shall not be liable for or by reason of: (a) any failure or defect of title to, or encumbrance upon, the property and assets granted under the Security Documents; (b) any failure of or defect in the registration, filing or recording of the Security Documents or any other deed or writing delivered hereunder by way of mortgage or charge upon the property and assets granted thereunder or any part thereof, or any notice, caveat or financing statement with respect to the foregoing; or (c) any failure to do any act necessary to constitute, perfect and maintain the priority of the security hereby created.

Protection of Trustee. The Corporation (a) In addition to and without limiting any other protection of the Trustee hereunder or otherwise by law, the Issuer hereby indemnifies and saves harmless the Trustee and its Affiliates, and their respective directors, officers officers, employees, mandataries and employees (each in this Section 13.17, an “Indemnified Persons”) agents from and against all claims, demands, assessments, interest, suits, proceedings, losses, actions, causes of action, costs, charges, expensesexpenses (including, without limiting the foregoing, expert, consultant and counsel fees and disbursements on a solicitor or lawyer and client basis), damages, taxes (other than income or capital taxes), penalties and liabilities whatsoever brought against or incurred by the Trustee (collectively in this Section 13.17, “Claims”), including Claims arising under or pursuant to Environmental Laws, which it may suffer or incur as a result of or arising in connection with the performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever kind or nature, except that no Indemnified Person shall be entitled to indemnification only in respect the event of a Claim resulting from the gross negligence, fraudintentional fault, wilful misconduct, or wilful misconductbad faith of the Trustee. This indemnity shall will survive the removal or resignation of the Trustee under this Indenture and the termination of this Indenture. The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. (b) The Trustee will not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Subordinate Secured Notes (except for the representations contained in Sections 13.3 13.4 and 13.16 and in the certificate of the Trustee on the Subordinate Secured Notes) or required to verify such statements, statements and all such statements are and shall will be deemed to be made by the Corporation. Issuer. (c) The Trustee shall will not be bound to give notice to any Person of the execution of this Indenture. . (d) The Trustee shall will not incur any liability or responsibility whatever or in any way be responsible for the consequence of any breach on the part of the Corporation Issuer of any of the covenants contained in this Indenture or in any Subordinate Secured Notes or of any acts of the agents agents, mandataries or employees of the Corporation. Issuer. (e) Neither the Trustee nor any Affiliate of the Trustee shall will be appointed a receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation. Issuer. (f) Nothing in this Indenture shall will impose on the Trustee any obligation to see to, or to require evidence of, of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental to this Indenture, including the Security Documents, Indenture in any jurisdiction. (g) The Issuer shall provide to the Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Trustee hereunder. The Trustee shall not: (a) be responsible or liable for any debts contracted by it, for damages entitled to persons or property, for salaries, or for non-fulfilment of contracts in any period during which the Trustee rely on such certificate until a revised certificate is managing or in possession of assets of the Corporation; (b) be liable provided to account as mortgagee in possession or for anything other than actual receipts or be liable for any loss on realization or for any default or omission for which a mortgagee in possession may be liable; (c) be bound to do, observe or perform or to see to the observance of performance by the Corporation of any obligations or covenants imposed upon the Corporation; or (d) in the case of any chattel paper, security or instrument, be obligated to preserve rights against any other Persons, and the Corporation waives any provision of Applicable Law permitted to be waived by it which imposes higher or greater obligations upon the Trusteehereunder. The Trustee shall not be responsible 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. (h) The Trustee shall be entitled to treat a, pdf or liable e-mail communication or communication by other similar electronic means in any manner whatever a form satisfactory to the Trustee ("Electronic Methods") from a person purporting to be (and whom such Trustee, acting reasonably, believes in good faith to be) the authorized representative of the Issuer, as sufficient instructions and authority of the Issuer for the sufficiency, correctness, genuineness Trustee to act and shall have no duty to verify or validity of any security deposited with itconfirm that person is so authorized. The Trustee shall not incur have no liability for any liability losses, liabilities, costs or expenses incurred by it as a result of such reliance upon or compliance with respect to the delivery such instructions or non-delivery of any certificate or certificates whether delivered by hand, mail or any other meansdirections. The Trustee shall not be responsible for ensuring that Issuer agrees: (i) to assume all risks arising out of the proceeds from the sale use of Subordinate Secured Notes are used in a manner contemplated by any prospectus pursuant such Electronic Methods to which such Subordinate Secured Notes were offered or sold. The Corporation hereby indemnifies submit instructions and holds harmless directions to the Trustee, its directors, officers, employeesincluding without limitation the risk of the Trustee acting on unauthorized instructions, and agents, the risk of interception and all of their respective representatives, heirs, successors and assigns misuse by third parties; (collectively in this and the next paragraph the "Indemnified Parties"ii) against any loss, expenses, claim, proceedings, judgment, liability or asserted liability (including strict liability and including costs and expenses of abatement and remediation of spills or releases of contaminants and including liabilities that it is fully informed of the Indemnified Parties protections and risks associated with the various methods of transmitting instructions to third parties (including governmental agenciesthe Trustee and that there may be more secure methods of transmitting instructions than the method(s) in respect of bodily injuries, property damage, damage to or impairment of the environment or any other injury or damage and including liabilities of the Indemnified Parties to third parties for the third parties' foreseeable and unforeseeable consequential damages) incurred as a result of: (e) the administration of the trust created hereby; (f) the exercise selected by the Trustee Issuer; and (iii) that the security procedures (if any) to be followed in connection with its transmission of any rights hereunder or under the Security Documents which create an interest instructions provide to it a commercially reasonable degree of protection in property (in this paragraph, “Mortgaged Property”); which result from or relate, directly or indirectly, to:light of its particular needs and circumstances. (i) the presence or release Notwithstanding any other provision of any contaminantsthis Indenture, by any means or for any reason, on the Mortgaged Property, whether or not release or presence of the contaminants was under the control, care or management of the Corporation or of a previous owner, or of a tenant; (ii) any contaminant present on or released from any contiguous property to the Mortgaged Property; or (iii) the breach or alleged breach of any environmental laws by the Corporation. For purposes of the previous paragraph, "liability" shall include (i) liability of an Indemnified Party for costs and expenses of abatement and remediation of spills and releases of contaminants, (ii) liability of an Indemnified Party to a third party to reimburse the third party for bodily injuries, property damages and other injuries or damages which the third party suffers, including (to the extent, if any, that the Indemnified Party is liable therefor) foreseeable and unforeseeable consequential damages suffered by the third party and (iii) liability of the Indemnified Party for damage suffered by the third party, (iv) liability of an Indemnified Party for damage to or impairment of the environment and (v) liability of an Indemnified Party for court costs, expenses of alternative dispute resolution proceedings, and fees and disbursements of expert consultants and legal counsel on a solicitor and client basis. By way of supplement to the provisions of any law for the time being relating to the Trustee, it is expressly declared and agreed that the Trustee shall not be liable for any (i) breach by another party of the securities legislation, (ii) lost profits or (iii) consequential, punitive or special damages of any Person, irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (j) The Trustee shall not incur any liability, or be held in breach of this Indenture, for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of: (a) of any failure or defect of title to, or encumbrance upon, occurrence beyond the property and assets granted under the Security Documents; (b) any failure of or defect in the registration, filing or recording control of the Security Documents Trustee (including but not limited to any act or provision of any present or future law or regulation or Governmental Authority, governmental action or judicial order, any act of God or war, riots, epidemics, pandemics, civil unrest, local or national disturbance or disaster, any act of terrorism, cyber terrorism, loss or malfunctions of utilities, computer (hardware or software) or communication services or the unavailability of any wire or other wire or communication facility or any other deed or writing delivered hereunder by way similar causes). Performance times under this Indenture shall be extended for a period of mortgage or charge upon the property and assets granted thereunder or any part thereof, or any notice, caveat or financing statement with respect time equivalent to the foregoing; ortime lost because of any delay that is excusable under this Section. (ck) The Trustee shall not be responsible nor incur any failure liability for any action it takes or omits to do take or for any act necessary to constituteerrors in judgment made in good faith, perfect and maintain if it reasonably believes that the priority taking or omission of such action is authorized or within the security hereby createdrights or powers conferred upon it by this Indenture, except in the case of its willful misconduct, bad faith or gross negligence.

Protection of Trustee. The Corporation hereby indemnifies and saves harmless the Trustee and its directors, officers and employees (each in this Section 13.17paragraph, an “Indemnified Persons”) from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages, taxes (other than income or capital taxes), penalties and liabilities whatsoever brought against or incurred by the Trustee (collectively in this Section 13.17paragraph, “Claims”), including Claims arising under or pursuant to Environmental Laws, which it may suffer or incur as a result of or arising in connection with the performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever kind or nature, except that no Indemnified Person shall be entitled to indemnification in respect of a Claim resulting from the gross negligence, fraud, or wilful misconduct, or the failure of the Trustee to perform its obligations in accordance with Section 15.2. This indemnity shall survive the removal or resignation of the Trustee under this Indenture and the termination of this Indenture. The Trustee shall not be liable for or by reason of any statements of fact in this Indenture or in the Subordinate Secured Notes Debenture Certificates (except for the representations contained in Sections 13.3 15.3 and in the certificate of the Trustee on the Subordinate Secured NotesDebenture Certificates) or required to verify such statements, and all such statements are and shall be deemed to be made by the Corporation. The Trustee shall not be bound to give notice to any Person of the execution of this Indenture. The Trustee shall not incur any liability or responsibility whatever or in any way be responsible for the consequence of any breach on the part of the Corporation of any of the covenants contained in this Indenture or in any Subordinate Secured Notes Debenture Certificate or of any acts of the agents or employees of the Corporation. Neither the Trustee nor any Affiliate of the Trustee shall be appointed a receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation. Nothing in this Indenture shall 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 to this Indenture, including the Security Documents, Indenture in any jurisdiction. The Trustee shall not: (a) be responsible or liable for any debts contracted by it, for damages to persons or property, for salaries, or for non-fulfilment of contracts in any period during which the Trustee is managing or in possession of assets of the Corporation; (b) be liable to account as mortgagee in possession or for anything other than actual receipts or be liable for any loss on realization or for any default or omission for which a mortgagee in possession may be liable; (c) be bound to do, observe or perform or to see to the observance of performance by the Corporation of any obligations or covenants imposed upon the Corporation; or (d) in the case of any chattel paper, security or instrument, be obligated to preserve rights against any other Persons, and the Corporation waives any provision of Applicable Law permitted to be waived by it which imposes higher or greater obligations upon the Trustee. The Trustee shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any security deposited with it. The Trustee shall not incur any liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means. The Trustee shall not be responsible for ensuring that the proceeds from the sale of Subordinate Secured Notes Debentures are used in a manner contemplated by any prospectus pursuant to which such Subordinate Secured Notes Debentures were offered or sold. The Trustee will not be required to expend or risk its own funds or otherwise incur financial liability. The Corporation hereby indemnifies and holds saves harmless the Trustee, its directors, officers, employees, and agents, and all of their respective representatives, heirs, successors and assigns (collectively in this and the next paragraph the "“Indemnified Parties"”) against any loss, expenses, claim, proceedings, judgment, liability or asserted liability (including strict liability and including costs and expenses of abatement and remediation of spills or releases of contaminants and including liabilities of the Indemnified Parties to third parties (including governmental agenciesGovernmental Authorities) in respect of bodily injuries, property damage, damage to or impairment of the environment or any other injury or damage and including liabilities of the Indemnified Parties to third parties for the third parties' ’ foreseeable and unforeseeable consequential damages) incurred as a result of: (ea) the administration of the trust created hereby; (fb) the exercise by the Trustee of any rights hereunder or under the Security Documents which create an interest in property (in this paragraph, “Mortgaged Property”)hereunder; which result from or relate, directly or indirectly, to: (i) the presence or release of any contaminants, by any means or for any reason, on the Mortgaged Property, whether or not release or presence of the contaminants was under the control, care or management of the Corporation or of a previous owner, or of a tenant; (ii) any contaminant present on or released from any contiguous property to the Mortgaged Property; or (iii) the breach or alleged breach of any environmental laws Environmental Laws by the Corporation. For purposes of the previous paragraph, "“liability" ” shall include (i) liability of an Indemnified Party for costs and expenses of abatement and remediation of spills and releases of contaminants, (ii) liability of an Indemnified Party to a third party to reimburse the third party for bodily injuries, property damages and other injuries or damages which the third party suffers, including (to the extent, if any, that the Indemnified Party is liable therefor) foreseeable and unforeseeable consequential damages suffered by the third party and (iii) liability of the Indemnified Party for damage suffered by the third party, (iv) liability of an Indemnified Party for damage to or impairment of the environment and (v) liability of an Indemnified Party for court costs, expenses of alternative dispute resolution proceedings, and fees and disbursements of expert consultants and legal counsel on a solicitor and client basis. By way of supplement to the provisions of any law for the time being relating to the Trustee, it is expressly declared and agreed that the Trustee shall not be liable for or by reason of: (a) any failure or defect of title to, or encumbrance upon, the property and assets granted under the Security Documents; (b) any failure of or defect in the registration, filing or recording of the Security Documents or any other deed or writing delivered hereunder by way of mortgage or charge upon the property and assets granted thereunder or any part thereof, or any notice, caveat or financing statement with respect to the foregoing; or (c) any failure to do any act necessary to constitute, perfect and maintain the priority of the security hereby created.

Protection of Trustee. The Corporation (a) In addition to and without limiting any other protection of the Trustee hereunder, or otherwise by law, the Issuer hereby indemnifies and saves harmless the Trustee and its affiliates, their directors, officers officers, employees and employees (each in this Section 13.17, an “Indemnified Persons”) agents from and against all claims, demands, assessments, interest, suits, proceedings, losses, actions, causes of action, costs, charges, expensesexpenses (including, without limiting the foregoing, expert, consultant and counsel fees and disbursements on a solicitor and client basis and costs and expenses incurred in connection with enforcement of this indemnity), damages, taxes (other than income or capital taxes), penalties and liabilities whatsoever brought against or incurred by the Trustee (collectively in this Section 13.17, “Claims”), including Claims arising under or pursuant to Environmental Laws, which it may suffer or incur as a result of or arising in connection with the performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever whatsoever kind or nature, except that no Indemnified Person shall be entitled to indemnification only in respect the event of a Claim resulting from the gross negligence, fraudwilful misconduct, or wilful misconductbad faith of the Trustee. This indemnity shall will survive the removal or resignation of the Trustee under this Indenture and the termination of this Indenture. . (b) The Trustee shall will not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Subordinate Secured Notes (except for the representations contained in Sections 13.3 13.2 and 13.14 and in the certificate of the Trustee on the Subordinate Secured Notes) or required to verify such statements, statements and all such statements are and shall will be deemed to be made by the Corporation. Issuer. (c) The Trustee shall will not be bound to give notice to any Person of the execution of this Indenture. . (d) The Trustee shall will not incur any liability or responsibility whatever whatsoever or in any way be responsible for the consequence of any breach on the part of the Corporation Issuer of any of the covenants contained in this Indenture or in any Subordinate Secured Notes or of any acts of the agents or employees of the Corporation. Issuer. (e) Neither the Trustee nor any Affiliate of the Trustee shall will be appointed a receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation. Issuer. (f) Nothing in this Indenture shall 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 to this Indenture, including the Security Documents, Indenture in any jurisdiction. (g) The Issuer shall provide to the Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Trustee hereunder. The Trustee shall not: (a) be responsible or liable for any debts contracted by it, for damages entitled to persons or property, for salaries, or for non-fulfilment of contracts in any period during which the Trustee rely on such certificate until a revised certificate is managing or in possession of assets of the Corporation; (b) be liable provided to account as mortgagee in possession or for anything other than actual receipts or be liable for any loss on realization or for any default or omission for which a mortgagee in possession may be liable; (c) be bound to do, observe or perform or to see to the observance of performance by the Corporation of any obligations or covenants imposed upon the Corporation; or (d) in the case of any chattel paper, security or instrument, be obligated to preserve rights against any other Persons, and the Corporation waives any provision of Applicable Law permitted to be waived by it which imposes higher or greater obligations upon the Trusteehereunder. The Trustee shall not be responsible 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. (h) The Trustee shall be entitled to treat a facsimile, pdf, DocuSign or liable e-mail communication or communication by other similar electronic means in any manner whatever a form satisfactory to the Trustee (“Electronic Methods”) from a person purporting to be (and whom such Trustee, acting reasonably, believes in good faith to be) an authorized representative of the Issuer, as sufficient instructions and authority of the Issuer for the sufficiency, correctness, genuineness Trustee to act and shall have no duty to verify or validity of any security deposited with itconfirm that person is so authorized. The Trustee shall not incur have no liability for any liability losses, liabilities, costs or expenses incurred by it as a result of such reliance upon or compliance with respect to the delivery such instructions or non-delivery of any certificate or certificates whether delivered by hand, mail or any other meansdirections. The Trustee shall not be responsible for ensuring that Issuer agrees: (i) to assume all risks arising out of the proceeds from the sale use of Subordinate Secured Notes are used in a manner contemplated by any prospectus pursuant such Electronic Methods to which such Subordinate Secured Notes were offered or sold. The Corporation hereby indemnifies submit instructions and holds harmless directions to the Trustee, its directors, officers, employeesincluding without limitation the risk of the Trustee acting on unauthorized instructions, and agents, the risk of interception and all of their respective representatives, heirs, successors and assigns misuse by third parties; (collectively in this and the next paragraph the "Indemnified Parties"ii) against any loss, expenses, claim, proceedings, judgment, liability or asserted liability (including strict liability and including costs and expenses of abatement and remediation of spills or releases of contaminants and including liabilities that it is fully informed of the Indemnified Parties protections and risks associated with the various methods of transmitting instructions to third parties (including governmental agenciesthe Trustee and that there may be more secure methods of transmitting instructions than the method(s) in respect of bodily injuries, property damage, damage to or impairment of the environment or any other injury or damage and including liabilities of the Indemnified Parties to third parties for the third parties' foreseeable and unforeseeable consequential damages) incurred as a result of: (e) the administration of the trust created hereby; (f) the exercise selected by the Trustee Issuer; and (iii) that the security procedures (if any) to be followed in connection with its transmission of any rights hereunder or under the Security Documents which create an interest instructions provide to it a commercially reasonable degree of protection in property (in this paragraph, “Mortgaged Property”); which result from or relate, directly or indirectly, to:light of its particular needs and circumstances. (i) the presence or release Notwithstanding any other provision of any contaminantsthis Indenture, by any means or for any reason, on the Mortgaged Property, whether or not release or presence of the contaminants was under the control, care or management of the Corporation or of a previous owner, or of a tenant; (ii) any contaminant present on or released from any contiguous property to the Mortgaged Property; or (iii) the breach or alleged breach of any environmental laws by the Corporation. For purposes of the previous paragraph, "liability" shall include (i) liability of an Indemnified Party for costs and expenses of abatement and remediation of spills and releases of contaminants, (ii) liability of an Indemnified Party to a third party to reimburse the third party for bodily injuries, property damages and other injuries or damages which the third party suffers, including (to the extent, if any, that the Indemnified Party is liable therefor) foreseeable and unforeseeable consequential damages suffered by the third party and (iii) liability of the Indemnified Party for damage suffered by the third party, (iv) liability of an Indemnified Party for damage to or impairment of the environment and (v) liability of an Indemnified Party for court costs, expenses of alternative dispute resolution proceedings, and fees and disbursements of expert consultants and legal counsel on a solicitor and client basis. By way of supplement to the provisions of any law for the time being relating to the Trustee, it is expressly declared and agreed that the Trustee shall not be liable for any (i) breach by another party of applicable securities laws, (ii) lost profits or (iii) consequential, punitive or special damages of any Person, irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. (j) The Trustee shall not incur any liability, or be held in breach of this Indenture, for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of: (a) of any failure or defect of title to, or encumbrance upon, occurrence beyond the property and assets granted under the Security Documents; (b) any failure of or defect in the registration, filing or recording control of the Security Documents Trustee (including but not limited to any act or provision of any present or future law or regulation or order of a Governmental Authority, any act of God or war, riots, epidemics, pandemics, civil unrest, local or national disturbance or disaster, any act of terrorism, cyber terrorism, loss or malfunctions of utilities, computer (hardware or software) or communication services or the unavailability of any wire or facsimile or other wire or communication facility or any other deed or writing delivered hereunder by way similar causes). Performance times under this Indenture shall be extended for a period of mortgage or charge upon the property and assets granted thereunder or any part thereof, or any notice, caveat or financing statement with respect time equivalent to the foregoing; ortime lost because of any delay that is excusable under this Section 13.13(j). (ck) The Trustee shall not be responsible nor incur any failure liability for any action it takes or omits to do take or for any act necessary to constituteerrors in judgment made, perfect and maintain in good faith, if it reasonably believes that the priority taking or omission of such action is authorized or within the security hereby createdrights or powers conferred upon it by this Indenture, unless it is grossly negligent in ascertaining pertinent facts.

Protection of Trustee. The Corporation hereby indemnifies Except as provided in Section 9.2, by way of supplement to the provisions of any law for the time being relating to trustees it is expressly declared and saves harmless agreed as follows: (a) the Trustee and its directors, officers and employees (each in this Section 13.17, an “Indemnified Persons”) from and against all claims, demands, losses, actions, causes of action, costs, charges, expenses, damages, taxes (other than income or capital taxes), penalties and liabilities whatsoever brought against or incurred by the Trustee (collectively in this Section 13.17, “Claims”), including Claims arising under or pursuant to Environmental Laws, which it may suffer or incur as a result of or arising in connection with the performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever kind or nature, except that no Indemnified Person shall be entitled to indemnification in respect of a Claim resulting from the gross negligence, fraud, or wilful misconduct. This indemnity shall survive the removal or resignation of the Trustee under this Indenture and the termination of this Indenture. The Trustee shall not be liable for or by reason of any statements of fact or recitals in this Indenture or in the Subordinate Secured Notes Convertible Note Certificates (except for the representations representation contained in Sections 13.3 and Section 9.8 or in the certificate of the Trustee on the Subordinate Secured NotesConvertible Note Certificates) or be required to verify such statementsthe same, and but all such statements or recitals are and shall be deemed to be made by the Corporation. The ; (b) nothing herein contained shall impose any obligation on the Trustee shall not be bound to give notice see to any Person or to require evidence of the execution registration or filing (or renewal thereof) of this Indenture. The Indenture or any instrument ancillary or supplemental hereto; (c) the Trustee shall not incur any liability or responsibility whatever whatsoever, or be in any way be responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained in this Indenture or in any Subordinate Secured Notes or of any acts of the agents or employees of the Corporation. Neither the Trustee nor any Affiliate of the Trustee shall be appointed a receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation. Nothing in this Indenture shall 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 to this Indenture, including the Security Documents, in any jurisdiction. The Trustee shall not: (a) be responsible or liable for any debts contracted by it, for damages to persons or property, for salaries, or for non-fulfilment of contracts in any period during which the Trustee is managing or in possession of assets of the Corporation; (b) be liable to account as mortgagee in possession or for anything other than actual receipts or be liable for any loss on realization or for any default or omission for which a mortgagee in possession may be liable; (c) be bound to do, observe or perform or to see to the observance of performance by the Corporation of any obligations or covenants imposed upon the Corporation; or (d) in the case of any chattel paper, security or instrument, be obligated to preserve rights against any other Persons, and the Corporation waives any provision of Applicable Law permitted to be waived by it which imposes higher or greater obligations upon the Trustee. The Trustee shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any security deposited with it. The Trustee shall not incur any liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means. The Trustee shall not be responsible for ensuring that the proceeds from the sale of Subordinate Secured Notes are used in a manner contemplated by any prospectus pursuant to which such Subordinate Secured Notes were offered or sold. The Corporation hereby indemnifies and holds harmless the Trustee, its directors, officers, employees, agents or servants of the Corporation; and (d) the Corporation hereby indemnifies and agentssaves harmless the Trustee and its officers, directors and employees from and against any and all of their respective representativesliabilities, heirslosses, successors and assigns (collectively in this and costs, actions, or demands whatsoever which may be brought against the next paragraph the "Indemnified Parties") against any loss, expenses, claim, proceedings, judgment, liability Trustee or asserted liability (including strict liability and including costs and expenses of abatement and remediation of spills which it may suffer or releases of contaminants and including liabilities of the Indemnified Parties to third parties (including governmental agencies) in respect of bodily injuries, property damage, damage to or impairment of the environment or any other injury or damage and including liabilities of the Indemnified Parties to third parties for the third parties' foreseeable and unforeseeable consequential damages) incurred incur as a result of: (e) the administration of or arising out of the trust created hereby; (f) performance of its duties and obligations under this Indenture, save only in the exercise by the Trustee of any rights hereunder or under the Security Documents which create an interest in property (in this paragraph, “Mortgaged Property”); which result from or relate, directly or indirectly, to: (i) the presence or release of any contaminants, by any means or for any reason, on the Mortgaged Property, whether or not release or presence event of the contaminants was under negligent action, the control, care negligent failure to act or management the wilful misconduct or bad faith of the Corporation or of a previous owner, or of a tenant; (ii) any contaminant present on or released from any contiguous property to the Mortgaged Property; or (iii) the breach or alleged breach of any environmental laws by the CorporationTrustee. For purposes of the previous paragraph, "liability" shall include (i) liability of an Indemnified Party for costs and expenses of abatement and remediation of spills and releases of contaminants, (ii) liability of an Indemnified Party to a third party to reimburse the third party for bodily injuries, property damages and other injuries or damages which the third party suffers, including (to the extent, if any, that the Indemnified Party It is liable therefor) foreseeable and unforeseeable consequential damages suffered by the third party and (iii) liability of the Indemnified Party for damage suffered by the third party, (iv) liability of an Indemnified Party for damage to or impairment of the environment and (v) liability of an Indemnified Party for court costs, expenses of alternative dispute resolution proceedings, and fees and disbursements of expert consultants and legal counsel on a solicitor and client basis. By way of supplement to the provisions of any law for the time being relating to the Trustee, it is expressly declared understood and agreed that this indemnification shall survive the Trustee shall not be liable for termination or by reason of: (a) any failure discharge of this Indenture or defect of title to, the resignation or encumbrance upon, the property and assets granted under the Security Documents; (b) any failure of or defect in the registration, filing or recording removal of the Security Documents or any other deed or writing delivered hereunder by way of mortgage or charge upon the property and assets granted thereunder or any part thereof, or any notice, caveat or financing statement with respect to the foregoing; or (c) any failure to do any act necessary to constitute, perfect and maintain the priority of the security hereby createdTrustee.