Common use of Indemnification of the Trustee Clause in Contracts

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

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

Indemnification of the Trustee. Newco Rational and CN Acquisition Sub jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers officers, employees and agents appointed and acting in accordance with this trust agreement (collectively, the ``"Indemnified Parties''") against all claims, losses, liabilities, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable fees and expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, willful wilful misconduct or bad faith on the part of such the Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth out in this trust agreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by Newco Rational or CN Acquisition Sub pursuant heretoto this trust agreement. In no case shall Newco or CN be liable under this indemnity for any claim against any of the Indemnified Parties unless Newco The Trustee will notify Rational and CN shall be notified by the Trustee Acquisition Sub of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have has received any such written assertion of a claim or shall have has been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Newco Rational and CN shall Acquisition Sub will be entitled to participate at their own expense in the defence and, if Newco Rational and CN Acquisition Sub so elect at any time after receipt of such the notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have has the right to employ separate counsel in any such suit and participate in the defence thereof of the suit but the fees and expenses of such that counsel shall will be at the expense of the Trustee unless: (i) the employment of such that counsel has been authorized by Newco Rational or CNAcquisition Sub, which authorization will not be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Newco Rational or CN Acquisition Sub and the Trustee shall have has been advised by counsel acceptable to Newco Rational or CN Acquisition Sub that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Newco Rational or CN Acquisition Sub and that, in the judgment of such that counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Newco Rational and CN shall Acquisition Sub will not have the right to assume the defence of such that suit on behalf of the Trustee but shall will be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity will survive the resignation or removal of the Trustee and the termination of the Trust.

Indemnification of the Trustee. Newco USCo, CallCo and CN AcquisitionCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers officers, employees, shareholders and agents appointed and acting in accordance with this trust agreement (collectively, the ``"Indemnified Parties''") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, recklessness, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreementAgreement, or any written or oral instruction delivered to the Trustee by Newco USCo, CallCo or CN AcquisitionCo pursuant hereto. In no case The Trustee shall Newco or CN be liable under this indemnity for any claim against any of the Indemnified Parties unless Newco notify USCo, CallCo and CN shall be notified by the Trustee AcquisitionCo of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim, provided that the omission to so notify USCo, CallCo and AcquisitionCo shall not relieve USCo, CallCo and AcquisitionCo of any liability which any of them may have to any Indemnified Party except and only to the extent that any such delay in or failure to give notice as herein required prejudices the defence of such claim or action or results in any increase in the liability which USCo, CallCo and AcquisitionCo have under this indemnity. Subject to (ii) below, Newco USCo, CallCo and CN AcquisitionCo shall be entitled to participate at their own expense in the defence defense and, if Newco USCo, CallCo and CN AcquisitionCo so elect at any time after receipt of such notice, either any of them may assume the defence defense of any suit brought to enforce any such claim. The claim in which case, the Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defensethereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: : (i) the employment of such counsel has been authorized by Newco USCo, CallCo or CNAcquisitionCo; or or (ii) the named parties to any such suit include both the Trustee and Newco USCo, CallCo or CN AcquisitionCo and the Trustee shall have been advised by counsel acceptable to Newco USCo, CallCo or CN AcquisitionCo that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Newco USCo, CallCo or CN AcquisitionCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Newco USCo, CallCo and CN AcquisitionCo shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

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

Indemnification of the Trustee. Newco The Parent, Holdco and CN the Company jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers officers, employees and agents appointed and acting in accordance with this trust agreement Trust Agreement (collectively, the ``"Indemnified Parties''") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable and necessary expenses (including reasonable and necessary expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, willful wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreementTrust Agreement, or any written or oral instruction instructions delivered to the Trustee by Newco the Parent, Holdco or CN the Company pursuant hereto. In no case shall Newco the Parent, Holdco or CN the Company be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, gross negligence, wilful misconduct or bad faith of an Indemnified Party and unless Newco the Parent, Holdco and CN the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) Section 9.1(b), below, Newco the Parent, Holdco and CN the Company shall be entitled to participate at their own expense in the defence and, if Newco and CN the Parent, Holdco or the Company so elect at any time after receipt of such notice, either any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (ia) the employment of such counsel has been authorized by Newco the Parent, Holdco or CNthe Company, such authorization not to be unreasonably withheld; or (iib) the named parties to any such suit include both the Trustee and Newco the Parent, Holdco or CN the Company and the Trustee shall have been advised in writing by counsel acceptable to Newco the Parent, Holdco or CN the Company that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Newco the Parent, Holdco or CN the Company and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case Newco the Parent, Holdco and CN the Company shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this Trust Agreement.

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

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

Indemnification of the Trustee. Newco Applied and CN the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers officers, employees and agents appointed and acting in accordance with this trust agreement Agreement (collectively, collectively the ``"Indemnified Parties''") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, recklessness, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreementAgreement, or any written or oral instruction instructions delivered to the Trustee by Newco Applied or CN the Corporation pursuant hereto. In no case shall Newco Applied or CN the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Newco Applied and CN the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) ), below, Newco Applied and CN the Corporation shall be entitled to participate at their own expense in the defence defense and, if Newco and CN Applied or the Corporation so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Newco Applied or CN; the Corporation or (ii) the named parties to any such suit include both the Trustee and Newco Applied or CN the Corporation and the Trustee shall have been advised by counsel acceptable to Newco Applied or CN the Corporation that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Newco Applied or CN the Corporation and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case Newco Applied and CN the Corporation shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee)Trustee),or (iii) Applied and/or the Corporation shall not have retained legal counsel on behalf of the Trustee within a reasonable time after it has given them notice of a written assertion of a claim or action against any Indemnified Party.

Indemnification of the Trustee. Newco USCo, CalICo and CN AcquisitionCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers officers, employees, shareholders and agents appointed and acting in accordance with this trust agreement (collectively, the ``"Indemnified Parties''") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, recklessness, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreementAgreement, or any written or oral instruction delivered to the Trustee by Newco USCo, CalICo or CN AcquisitionCo pursuant hereto. In no case The Trustee shall Newco or CN be liable under this indemnity for any claim against any of the Indemnified Parties unless Newco notify USCo, CalICo and CN shall be notified by the Trustee AcquisitionCo of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim, provided that the omission to so notify USCo, CalICo and AcquisitionCo shall not relieve USCo, CalICo and AcquisitionCo of any liability which any of them may have to any Indemnified Party except and only to the extent that any such delay in or failure to give notice as herein required prejudices the defence of such claim or action or results in any increase in the liability which USCo, CalICo and AcquisitionCo have under this indemnity. Subject to (ii) below, Newco USCo, CalICo and CN AcquisitionCo shall be entitled to participate at their own expense in the defence defense and, if Newco USCo, CalICo and CN AcquisitionCo so elect at any time after receipt of such notice, either any of them may assume the defence defense of any suit brought to enforce any such claim. The claim in which case, the Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Newco USCo, CallCo or CNAcquisitionCo; or (ii) the named parties to any such suit include both the Trustee and Newco USCo, CallCo or CN AcquisitionCo and the Trustee shall have been advised by counsel acceptable to Newco USCo, CallCo or CN AcquisitionCo that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Newco USCo, CallCo or CN AcquisitionCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Newco USCo, CallCo and CN AcquisitionCo shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

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

Indemnification of the Trustee. Newco (1) Vail, Callco and CN Exchangeco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers officers, employees and agents appointed and acting in accordance with this trust agreement Agreement (collectively, the ``“Indemnified Parties''”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without bad faith, fraud, gross negligence, recklessness, willful recklessness or wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreementAgreement, or any written or oral instruction delivered to the Trustee by Newco Vail, Callco or CN Exchangeco pursuant hereto. In no case . (2) The Trustee shall Newco or CN be liable under this indemnity for any claim against any of the Indemnified Parties unless Newco promptly notify Vail, Callco and CN shall be notified by the Trustee of the written assertion Exchangeco of a claim or of any action commenced against the any Indemnified Parties, Parties promptly after the Trustee or any of the Indemnified Parties shall have received any such written assertion of such a claim or shall action or have been served with a summons or other first legal process giving information as to the nature and basis of the claimclaim or action; provided, however, that the omission to so notify Vail, Callco or Exchangeco shall not relieve Vail, Callco or Exchangeco of any liability which any of them may have to any Indemnified Party except to the extent that any such delay prejudices the defence of any such claim or action or results in any increase in the liability which Vail, Callco or Exchangeco have under this indemnity. Subject to (ii) below, Newco Vail, Callco and CN Exchangeco shall be entitled to participate at their own expense in the defence and, if Newco Vail, Callco and CN Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: unless (i) the employment of such counsel has been authorized by Newco Vail, Callco or CN; Exchangeco, or (ii) the named parties to any such suit include both the Trustee and Newco Vail, Callco or CN Exchangeco and the Trustee shall have been advised by counsel acceptable to Newco or CN Vail, Callco and Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Newco Vail, Callco or CN Exchangeco and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Newco Vail, Callco and CN Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of the Trust and the resignation or removal of the Trustee.

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

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

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

Indemnification of the Trustee. Newco The Bond Trust Deed and CN jointly the Deed of Charge contain provisions governing the responsibility (and severally agree to indemnify and hold harmless relief from responsibility) of the Trustee and each of for its directorsindemnification in certain circumstances, officers including provisions relieving it from taking enforcement proceedings unless indemnified and/or secured to its satisfaction and agents appointed for its relief from responsibility for the validity, sufficiency and acting in accordance with this trust agreement enforceability (collectively, which the ``Indemnified Parties''Trustee has not investigated) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, willful misconduct or bad faith on Security created over the part charged property. The Bond Trust Deed and the Deed of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreement, or any written or oral instruction delivered to the Trustee by Newco or CN pursuant hereto. In no case shall Newco or CN be liable under this indemnity for any claim against any of the Indemnified Parties unless Newco and CN shall be notified by Charge also relieve the Trustee of liability for, among other things, not having made or not having caused to be made on its behalf the written assertion searches, registrations, investigations and enquiries which a prudent chargee would normally have been likely to make in entering into the Deed of a claim or of Charge. To the extent that the Trustee is instructed to take any action commenced against pursuant to an Extraordinary Resolution of Bondholders, and any such action requires the Indemnified Partiesdetermination of whether an event or occurrence has had a Material Adverse Effect, promptly after any of the Indemnified Parties Trustee shall have received any such written assertion of a claim no duty to enquire or shall have been served with a summons or other first legal process giving information satisfy itself as to the nature and basis existence of the claim. Subject to (ii) belowan event or occurrence having a Material Adverse Effect, Newco and CN shall be entitled to participate at their own expense in rely conclusively upon such Extraordinary Resolution of the defence and, if Newco Bondholders regarding the same and CN so elect at any time after receipt of such notice, either of them may assume the defence shall bear no liability of any suit brought nature whatsoever to enforce any person for acting upon such claimExtraordinary Resolution of the Bondholders. The Trustee shall have and any affiliate are entitled to enter into business transactions with the right Issuer and each other party to employ separate counsel in the Transaction Documents or any such suit and participate in of their subsidiaries, holding or associated companies without accounting to the defence thereof but Bondholders for profit resulting therefrom. The Trustee will not be obliged to supervise the fees and expenses performance by the Issuer, the Servicer, Toshiba or any other person of such counsel shall be at their obligations under the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Newco or CN; or (ii) the named parties to any such suit include both the Trustee and Newco or CN Transaction Documents and the Trustee shall have been advised by counsel acceptable to Newco or CN that there may be one or more legal defences available will assume, until it has actual knowledge to the Trustee contrary, that all such persons are different from or in addition to those available to Newco or CN and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Newco and CN shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee)properly performing their duties.

Indemnification of the Trustee. Newco Each of Enerplus and CN EELP jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers officers, employees and shareholders and each of its agents appointed and acting in accordance with this trust agreement Agreement (collectively, the ``"Indemnified Parties''") against all claims, losses, damages, reasonable costscosts reasonably incurred, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, willful gross negligence or wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreementAgreement, or any written or oral instruction delivered to the Trustee by Newco Enerplus or CN EELP pursuant hereto. In no case shall Newco or CN be liable under this indemnity for any claim against If any of the Indemnified Parties unless Newco intends to seek indemnification under this indemnity from Enerplus or EELP, the Indemnified Party shall give Enerplus and CN shall be notified by EELP notice of such claim for indemnification promptly following the Trustee receipt of the a written assertion of a claim claim, actual knowledge or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature factual and legal basis of any claim which is subject to indemnification and, where such claim results from the commencement of any claim or action by a third party, promptly following receipt of written notice of such third party claim or action. The failure of or delay by an Indemnified Party to so notify Enerplus and EELP (as set forth above) shall not relieve Enerplus or EELP of its indemnification obligations hereunder to the Indemnified Party, however the liability which Enerplus and EELP have to the Indemnified Party pursuant to the terms of this indemnity (and for which Enerplus and EELP will be obligated to indemnify the Indemnified Party in respect of) shall be reduced to the extent that any such delay in or failure to give notice as herein required prejudices the defence of any such action, suit, proceeding, investigation or claim, or otherwise results in any increase in the liability which Enerplus and EELP has under this indemnity. Subject to (ii) below, Newco Enerplus and CN EELP shall be entitled to participate at their own expense in the defence defense and, if Newco Enerplus and CN EELP so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Newco Enerplus or CNEELP; or (ii) the named parties to any such suit include both the Trustee and Newco Enerplus or CN EELP and the Trustee shall have been advised by counsel acceptable to Newco Enerplus or CN EELP that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Newco Enerplus or CN EELP and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Newco Enerplus and CN EELP shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

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

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

Indemnification of the Trustee. Newco Advantage Trust, ExchangeCo and CN AOG jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers officers, employees, shareholders and agents appointed and acting in accordance with this trust agreement Agreement (collectively, the ``"Indemnified Parties''") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, gross negligence or willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreementAgreement, or any written or oral instruction delivered to the Trustee by Newco Advantage Trust, ExchangeCo or CN AOG pursuant hereto. In no case shall Newco or CN be liable under this indemnity for any claim against any of the Indemnified Parties unless Newco Advantage Trust, ExchangeCo and CN AOG shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim, provided that the omission to so notify Advantage Trust, ExchangeCo and AOG shall not relieve Advantage Trust, ExchangeCo and AOG of any liability which any of them may have to any Indemnified Party except and only to the extent that any such delay in or failure to give notice as herein required prejudices the defence of such claim or action or results in any increase in the liability which Advantage Trust, ExchangeCo and AOG have under this indemnity. Subject to (ii) below, Newco Advantage Trust, ExchangeCo and CN AOG shall be entitled to participate at their own expense in the defence defense and, if Newco Advantage Trust, ExchangeCo and CN AOG so elect at any time after receipt of such notice, either any of them may assume the defence defense of any suit brought to enforce any such claim. The claim in which case, the Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Newco or CNAdvantage Trust, ExchangeCo and AOG; or (ii) the named parties to any such suit include both the Trustee and Newco Advantage Trust, ExchangeCo or CN AOG and the Trustee shall have been advised by counsel acceptable to Newco Advantage Trust, ExchangeCo or CN AOG that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Newco Advantage Trust, ExchangeCo or CN AOG and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Newco Advantage Trust, ExchangeCo and CN AOG shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

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

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

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

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

Indemnification of the Trustee. Newco 22.1 The Trustee will be entitled to indemnity from the debenture holders and/or from the Company, as the case may be, for reasonable costs which it incurred and/or will incur, as the case may be, in connection with actions which it performed and/or will be required to perform by virtue of its obligation under the terms of the Trust Deed and/or by law and/or statute and/or by order of a competent authority and/or by demand of the debenture holders, in the manner specified in the Trust Deed, or by demand of the Company, but it: will not be entitled to demand indemnity in advance in a matter that does not b▇▇▇▇ ▇▇▇▇▇; and CN jointly and severally agree to indemnify and hold harmless where the Trustee is satisfied with an indemnity undertaking – such indemnity undertaking may include indemnity in respect of liability in torts that is imposed on the Trustee in a final judgment or in a compromise vis-à-vis a third party not being a debenture holder, provided that such indemnity undertaking is subject to the following conditions: 1) the costs in respect of the liability in torts are reasonable; 2) the Trustee acted in good faith and each with appropriate care, and such action was done during the fulfillment of its directors, officers function and agents appointed and acting in accordance with this trust agreement (collectively, without negligence. 22.2 Without derogating from the ``Indemnified Parties'') against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreement, or any written or oral instruction delivered rights to compensation granted to the Trustee by Newco law, but subject to the provisions of clause 22.1 above, the Trustee and any receiver, representative, manager, agent or CN pursuant hereto. In no case shall Newco or CN be liable under this indemnity for any claim against any of the Indemnified Parties unless Newco and CN shall be notified other person appointed by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Partiesunder this Deed, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Newco and CN shall will be entitled to participate be indemnified from the moneys received by the Trustee in proceedings instituted by it or in another manner under this Deed, with respect to obligations which they assumed, with respect to costs which they incurred incidentally to the execution of the trust under this Deed, or in connection with such actions as in their opinion were required for such execution, or in connection with the exercise of the powers and authorities vested in them by virtue of this Deed, and in connection with all kinds of legal proceedings, opinions and advice of lawyers and other experts, negotiations, deliberations, expenses, claims and demands relating to any law or any thing that was done or not done in any manner in such regard, and the Trustee will be entitled to withhold the moneys in its possession and to pay out of them the amounts required as indemnity, provided it did not act negligently. Whenever the Trustee is obligated by the terms of the Trust Deed and/or by law and/or statute and/or by order of a competent authority and/or by demand of the debenture holders (Series A) and/or by demand of the Company to perform any action, including but not only the initiation of proceedings or filing of claims at their own expense the demand of the owners of Debentures (Series A), as stated in the defence andTrust Deed, if Newco the Trustee will be entitled to abstain from any such action until it receives an indemnity letter, to its satisfaction, from the owners of Debentures (Series A) or any of them, and CN so elect at where the action is performed pursuant to the Company’s demand – from the Company, in respect of any time after receipt of such noticeliability for damages and/or costs that could be caused to the Trustee, to the Company or to either of them may assume due to the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses performance of such counsel shall be at action. All the expense foregoing, except in circumstances in which an urgent action was required, and abstention from the performance thereof before the receipt of the Trustee unless: (i) the employment of such counsel has been authorized by Newco or CN; or (ii) the named parties to any such suit include both the Trustee and Newco or CN and the Trustee shall have been advised by counsel acceptable to Newco or CN that there may be one or more legal defences available an indemnity letter as stated would cause damage and/or loss to the Trustee that are different from or in addition to those available to Newco or CN and that, in the judgment holders of such counsel, would present a conflict of interest were a joint representation to be undertaken Debentures (in which case Newco and CN shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the TrusteeSeries A).

Indemnification of the Trustee. Newco and CN jointly and severally agree to AOI will indemnify and hold harmless the Trustee and each of its directors, officers officers, employees and agents appointed and acting in accordance with this trust agreement Agreement (collectively, the ``"Indemnified Parties''") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreement, Agreement or any written or oral instruction instructions delivered to the Trustee by Newco or CN AOI pursuant hereto. In no case shall Newco or CN will AOI be liable under this indemnity for any claim against any of the Indemnified Parties unless Newco and CN shall be AOI is notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall will have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Newco and CN shall AOI will be entitled to participate at their own expense in the defence defense and, if Newco and CN AOI so elect elects at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall will have the right to employ separate counsel in any such suit and participate in the defence defense thereof but the fees and expenses of such counsel shall will be at the expense of the Trustee unless: : (ia) the employment of such counsel has been authorized by Newco or CNAOI, such authorization not to be unreasonably withheld; or or (iib) the named parties to any such suit include both the Trustee and Newco or CN AOI, and the Trustee shall have has been advised by counsel acceptable to Newco or CN AOI that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Newco AOI and that an actual or CN and that, in the judgment of such counsel, would present a potential conflict of interest were a joint representation to be undertaken exists (in which case Newco and CN shall AOI will not have the right to assume the defence defense of such suit on behalf of the Trustee but shall will be liable to pay the reasonable fees and expenses of counsel for the Trustee).

Indemnification of the Trustee. Newco The Stockholders, on a joint and CN jointly and severally several basis, agree to indemnify and hold harmless the Trustee and each of its directors, officers officers, employees and agents appointed and acting in accordance with this voting trust agreement (collectively, the ``"Indemnified Parties''") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this voting trust agreement, or any written or oral instruction instructions delivered to the Trustee by Newco CLC or CN a Stockholder pursuant hereto. In no case shall Newco or CN the Stockholders be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, negligence, willful misconduct or bad faith of an Indemnified Party and unless Newco and CN the Stockholders shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons summon or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Newco and CN the Stockholders shall be entitled to participate at their own expense in the defence defense and, if Newco and CN the Stockholders so elect at any time after receipt of such notice, either any of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Newco or CNthe Stockholders, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Newco or CN the Stockholders and the Trustee shall have been advised by counsel acceptable to Newco or CN the Stockholders and that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Newco the Stockholders and that an actual or CN and that, in the judgment of such counsel, would present a potential conflict of interest were a joint representation to be undertaken interests exists (in which case Newco and CN the Stockholders shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this voting trust agreement.

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

Indemnification of the Trustee. Newco ACT and CN ACTsub jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers officers, employees and agents appointed and acting in accordance with this trust agreement Agreement (collectively, collectively the ``"Indemnified Parties''") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, recklessness, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreementAgreement, or any written or oral instruction instructions delivered to the Trustee by Newco ACT or CN ACTsub pursuant hereto. In no case shall Newco ACT or CN ACTsub be liable under this indemnity for any claim against any of the Indemnified Parties unless Newco ACT and CN ACTsub shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) ), below, Newco ACT and CN ACTsub shall be entitled to participate at their own expense in the defence defense and, if Newco and CN ACT or ACTsub so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Newco ACT or CN; ACTsub or (ii) the named parties to any such suit include both the Trustee and Newco ACT or CN ACTsub and the Trustee shall have been advised by counsel acceptable to Newco ACT or CN ACTsub that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Newco ACT or CN ACTsub and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case Newco ACT and CN ACTsub shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee); or (iii) ACT and/or ACTsub shall not have retained legal counsel on behalf of the Trustee within a reasonable time after it has given them notice of a written assertion of a claim or action against any Indemnified Party.

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

Indemnification of the Trustee. Newco and CN jointly and severally The Stockholders, on a solidary basis, agree to indemnify and hold harmless the Trustee and each of its directors, officers officers, employees and agents appointed and acting in accordance with this voting trust agreement (collectively, the ``"Indemnified Parties''") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, willful misconduct or bad faith 162 on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this voting trust agreement, or any written or oral instruction instructions delivered to the Trustee by Newco CLC or CN a Stockholder pursuant hereto. In no case shall Newco or CN the Stockholders be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, negligence, willful misconduct or bad faith of an Indemnified Party and unless Newco and CN the Stockholders shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons summon or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Newco and CN the Stockholders shall be entitled to participate at their own expense in the defence defense and, if Newco and CN the Stockholders so elect at any time after receipt of such notice, either any of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Newco or CNthe Stockholders, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Newco or CN the Stockholders and the Trustee shall have been advised by counsel acceptable to Newco or CN the Stockholders and that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Newco the Stockholders and that an actual or CN and that, in the judgment of such counsel, would present a potential conflict of interest were a joint representation to be undertaken interests exists (in which case Newco and CN the Stockholders shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this voting trust agreement.

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

Indemnification of the Trustee. Newco The Parent and CN jointly and severally the Corporation solidarily agree to indemnify indemnity and hold harmless the Trustee and each of its directors, officers and agents appointed and acting in accordance with this trust agreement (collectively, the ``"Indemnified Parties''") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, willful wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the TrustTrust Estate, its compliance with its duties set forth in this trust agreement, or any written or oral instruction instructions delivered to the Trustee by Newco the Parent or CN the Corporation pursuant hereto. In no case shall Newco the Parent or CN the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties if such claim is incurred or suffered by reason of or as a result of the fraud, negligence, wilful misconduct or bad faith of an Indemnified Party and unless Newco the Parent and CN the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) 0, below, Newco the Parent and CN the Corporation shall be entitled to participate at their own expense in the defence defense and, if Newco and CN the Parent or the Corporation so elect at any time after receipt of such notice, either any of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (ia) the employment of such counsel has been authorized by Newco the Parent or CNthe Corporation, such authorization not to be unreasonably withheld; or (iib) the named parties to any such suit include both the Trustee and Newco the Parent or CN the Corporation and the Trustee shall have been advised by counsel acceptable to Newco the Parent or CN the Corporation that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to Newco the Parent or CN the Corporation and that, in the judgment of such counsel, would present a that an actual or potential conflict of interest were a joint representation to be undertaken exists (in which case Newco the Parent and CN the Corporation shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this trust agreement.

Indemnification of the Trustee. Newco Bowater, Bowater Holdings and CN Bowater Canada jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers and agents appointed and acting in accordance with this trust agreement (collectively, the ``“Indemnified Parties''”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, negligence, recklessness, willful wilful misconduct or D-16 bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreement, or any written or oral instruction delivered to the Trustee by Newco Bowater, Bowater Holdings or CN Bowater Canada pursuant hereto. In no case shall Newco Bowater, Bowater Holdings or CN Bowater Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless Newco Bowater, Bowater Holdings and CN Bowater Canada shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, Newco Bowater, Bowater Holdings and CN Bowater Canada shall be entitled to participate at their own expense in the defence and, if Newco Bowater, Bowater Holdings and CN Bowater Canada so elect at any time after receipt of such notice, either any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by Newco Bowater, Bowater Holdings or CNBowater Canada; or (ii) the named parties to any such suit include both the Trustee and Newco Bowater, Bowater Holdings or CN Bowater Canada and the Trustee shall have been advised by counsel acceptable to Newco Bowater, Bowater Holdings or CN Bowater Canada that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Newco Bowater, Bowater Holdings or CN Bowater Canada and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Newco Bowater, Bowater Holdings and CN Bowater Canada shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).

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

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

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

Indemnification of the Trustee. Newco (1) D-Wave Quantum, CallCo and CN ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers officers, employees and agents appointed and acting in accordance with this trust agreement Agreement (collectively, the ``“Indemnified Parties''”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable and documented expenses (including reasonable and documented expenses of the Trustee's ’s legal counsel) which, without bad faith, fraud, negligence, recklessness, gross negligence or willful misconduct or bad faith on the part of such any Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this trust agreementAgreement, or any written or oral instruction delivered to the Trustee by Newco D-Wave Quantum, CallCo or CN ExchangeCo pursuant hereto. In no case . (2) The Trustee shall Newco or CN be liable under this indemnity for any claim against any of the Indemnified Parties unless Newco promptly notify D-Wave Quantum, CallCo and CN shall be notified by the Trustee of the written assertion ExchangeCo of a claim or of any action commenced against the any Indemnified Parties, Parties promptly after the Trustee or any of the Indemnified Parties shall have received any such written assertion of such a claim or shall action or have been served with a summons or other first legal process giving information as to the nature and basis of the claimclaim or action; provided, however, that the omission to so notify D-Wave Quantum, CallCo or ExchangeCo shall not relieve D-Wave Quantum, CallCo or ExchangeCo of any liability which any of them may have to any Indemnified Party except to the extent that any such delay prejudices the defence of any such claim or action or results in any increase in the liability which D-Wave Quantum, CallCo or ExchangeCo have under this indemnity. Subject to (ii) below, Newco D-Wave Quantum, CallCo and CN ExchangeCo shall be entitled to participate at their own expense in the defence and, if Newco D-Wave Quantum, CallCo and CN ExchangeCo so elect at any time after receipt of such notice, either any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: unless (i) the employment of such counsel has been authorized by Newco D-Wave Quantum, CallCo or CN; ExchangeCo, or (ii) the named parties to any such suit include both the Trustee and Newco D-Wave Quantum, CallCo or CN ExchangeCo and the Trustee shall have been advised by counsel acceptable to Newco or CN D-Wave Quantum, CallCo and ExchangeCo that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Newco D-Wave Quantum, CallCo or CN ExchangeCo and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Newco D-Wave Quantum, CallCo and CN ExchangeCo shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of the Trust and the resignation or removal of the Trustee. (3) Notwithstanding any other provision of this Agreement, any liability of the Trustee shall be limited to: (i) direct damages; and (ii) in the aggregate, the amount of annual fees collected by the Trustee under this Agreement in the twelve (12) months immediately preceding the first notice of the claim. (4) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Trustee shall not be liable under any circumstances whatsoever for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages of any other person.