Common use of Indemnification of the Trustee Clause in Contracts

Indemnification of the Trustee. Coors and Exchangeco solidarily agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors or Exchangeco pursuant hereto. In no case shall Coors or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors and 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, Coors and Exchangeco shall be entitled to participate at their own expense in the defence and, if Coors and Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right 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 Coors or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Coors or Exchangeco and the Trustee shall have been advised by counsel acceptable to Coors or 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 Coors or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors and 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. Coors Parent and Exchangeco solidarily Canadian Sub jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors Parent or Exchangeco Canadian Sub pursuant hereto. In no case shall Coors Parent or Exchangeco Canadian Sub be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Parent and Exchangeco Canadian 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, Coors Parent and Exchangeco Canadian Sub shall be entitled to participate at their own expense in the defence and, if Coors Parent and Exchangeco Canadian Sub 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 retain and 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 Coors Parent or ExchangecoCanadian Sub, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Coors Parent or Exchangeco Canadian Sub and the Trustee shall have been advised by counsel acceptable to Coors Parent or Exchangeco Canadian 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 Coors Parent or Exchangeco Canadian Sub and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Parent and Exchangeco Canadian Sub 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. Coors Acquiror and Exchangeco solidarily the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors Acquiror or Exchangeco the Corporation pursuant hereto. In no case shall Coors Acquiror or Exchangeco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Acquiror and Exchangeco 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, Coors Acquiror and Exchangeco the Corporation shall be entitled to participate at their own expense in the defence defense and, if Coors Acquiror and Exchangeco 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 Coors Acquiror or Exchangecothe Corporation; or (ii) the named parties to any such suit include both the Trustee and Coors Acquiror or Exchangeco the Corporation and the Trustee shall have been advised by counsel acceptable to Coors Acquiror or Exchangeco 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 Coors Acquiror or Exchangeco the Corporation and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Acquiror and Exchangeco 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). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Coors Merilus USA and Exchangeco solidarily Merilus Canada jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this 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, wilful 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 Agreementagreement, or any written or oral instruction instructions delivered to the Trustee by Coors Merilus USA or Exchangeco Merilus Canada pursuant hereto. In no case shall Coors will Merilus USA or Exchangeco Merilus Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Merilus USA and Exchangeco shall Merilus Canada will 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 will have received any such written assertion of a claim or shall will 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, Coors Merilus USA and Exchangeco shall Merilus Canada will be entitled to participate at their own expense in the defence defense and, if Coors and Exchangeco Merilus USA or Merilus Canada 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 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: (i) the employment of such counsel has been authorized by Coors Merilus USA or ExchangecoMerilus Canada, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Coors Merilus USA or Exchangeco Merilus Canada and the Trustee shall will have been advised by counsel acceptable to Coors Merilus USA or Exchangeco Merilus Canada 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 Coors Merilus USA or Exchangeco Merilus Canada 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 130 exists (in which case Coors Merilus USA and Exchangeco shall Merilus Canada will not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall will be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall will survive the termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of the trust.

Indemnification of the Trustee. Coors Fenix and Exchangeco solidarily agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors Fenix or Exchangeco pursuant hereto. In no case shall Coors Fenix or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Fenix and 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, Coors Fenix and Exchangeco shall be entitled to participate at their own expense in the defence and, if Coors Fenix and Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right 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 Coors Fenix or Exchangeco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Coors Fenix or Exchangeco and the Trustee shall have been advised by counsel acceptable to Coors Fenix or 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 Coors Fenix or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Fenix and 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. Coors OSI and Exchangeco solidarily PTI Holdco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this 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, wilful 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 Agreementagreement, or any written or oral instruction instructions delivered to the Trustee by Coors OSI or Exchangeco PTI Holdco pursuant hereto. In no case shall Coors OSI or Exchangeco PTI Holdco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors OSI and Exchangeco PTI Holdco 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, Coors OSI and Exchangeco PTI Holdco shall be entitled to participate at their own expense in the defence defense and, if Coors and Exchangeco OSI or PTI Holdco 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 Coors OSI or ExchangecoPTI Holdco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Coors OSI or Exchangeco PTI Holdco and the Trustee shall have been advised by counsel acceptable to Coors OSI or Exchangeco PTI Holdco 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 Coors OSI or Exchangeco PTI Holdco 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 Coors OSI and Exchangeco PTI Holdco 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 termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of the trust.

Indemnification of the Trustee. Coors Parent and Exchangeco solidarily ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors Parent or Exchangeco ExchangeCo pursuant hereto. In no case shall Coors Parent or Exchangeco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Parent and Exchangeco 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, Coors Parent and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence and, if Coors Parent and Exchangeco 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, 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 Coors Parent or ExchangecoExchangeCo; or (ii) the named parties to any such suit include both the Trustee and Coors Parent or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Coors Parent or Exchangeco 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 Coors Parent or Exchangeco 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 Coors Parent and Exchangeco 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 For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of this Agreement and the resignation or removal of the TrusteeAgreement.

Indemnification of the Trustee. Coors Patch and Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, partners, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction instructions delivered to the Trustee by Coors Patch or Exchangeco pursuant hereto. In no case shall Coors or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors and 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, Coors Patch and Exchangeco shall be entitled to participate at their own expense in the defence and, if Coors Patch and Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. In the event Patch and/or Exchangeco assume the defence of the Trustee, no settlement of any claim shall be entered into without the prior approval of the Trustee; and the Trustee shall have the right to re-assume the defence of any suit if Patch or Exchangeco fail to actively continue such defence so assumed. 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 Coors Patch or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Coors Patch or Exchangeco Exchangeco, and the Trustee shall have been advised by counsel acceptable to Coors Patch or Exchangeco that there may be one or more legal defences available to the Trustee that which are different from or in addition to those available to Coors Patch or Exchangeco and that, that in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Exchangeco and Exchangeco Patch 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 Neither Patch nor Exchangeco shall survive the termination be liable for any settlement of a matter in respect of which an Indemnified Party may seek indemnification under this Agreement section 9.1, unless Patch and the resignation or removal of the TrusteeExchangeco have consented in writing to such settlement.

Indemnification of the Trustee. Coors Redback and Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors Redback or Exchangeco pursuant hereto. In no case shall Coors Redback or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Redback and Exchangeco shall be 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, Coors Redback and Exchangeco shall be entitled to participate at their own expense in the defence and, if Coors Redback and Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right 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 Coors Redback or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Coors Redback or Exchangeco and the Trustee shall have been advised by counsel acceptable to Coors Redback or 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 Coors Redback or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Redback and 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. Coors Source and Exchangeco solidarily Cableshare jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement 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, 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 Agreementtrust agreement, or any written or oral instruction instructions delivered to the Trustee by Coors Source or Exchangeco Cableshare pursuant hereto. In no case shall Coors Source or Exchangeco Cableshare be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Source and Exchangeco Cableshare 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, Coors Source and Exchangeco Cableshare shall be entitled to participate at their own expense in the defence and, if Coors and Exchangeco Source or Cableshare 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 17 18 the Trustee unless: (i) the employment of such counsel has been authorized by Coors Source or ExchangecoCableshare; or (ii) the named parties to any such suit include both the Trustee and Coors Source or Exchangeco Cableshare and the Trustee shall have been advised by counsel acceptable to Coors Source or Exchangeco Cableshare that there may be one or more legal defences available to the Trustee that which are different from or in addition to those available to Coors Source or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken Cableshare (in which case Coors Source and Exchangeco Cableshare 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.9.2

Indemnification of the Trustee. Coors PASW and Exchangeco solidarily Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counselcounsel on a solicitor and his own client basis) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such an 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 Agreement, or any written or oral instruction instructions delivered to the Trustee by Coors PASW or Exchangeco Corporation pursuant hereto. In no case shall Coors PASW or Exchangeco Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors PASW and Exchangeco 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) b), below, Coors PASW and Exchangeco Corporation shall be entitled to participate at their own expense in the defence defense and, if Coors and Exchangeco PASW or 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 thereof, 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 Coors PASW or Exchangeco; Corporation, such authorization not to be unreasonably withheld, or (iib) the named parties to any such suit include both the Trustee and Coors PASW or Exchangeco Corporation and the Trustee shall have been advised by counsel acceptable to Coors PASW or Exchangeco 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 Coors PASW or Exchangeco 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 Coors PASW and Exchangeco 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). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Coors USX, Marathon and Exchangeco solidarily Albertaco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counselcounsel on a solicitor and his own client basis) which, without fraud, negligence, recklessness, wilful 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 Agreement, or any written or oral instruction instructions delivered to the Trustee by Coors USX, Marathon or Exchangeco Albertaco pursuant hereto. In no case shall Coors USX, Marathon or Exchangeco Albertaco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors USX, Marathon and Exchangeco Albertaco 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) b), below, Coors USX, Marathon and Exchangeco Albertaco shall be entitled to participate at their own expense in the defence defense and, if Coors and Exchangeco USX, Marathon or Albertaco 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: (ia) the employment of such counsel has been authorized by Coors USX, Marathon or ExchangecoAlbertaco, such authorization not to be unreasonably withheld; or (iib) the named parties to any such suit include both the Trustee and Coors USX, Marathon or Exchangeco Albertaco and the Trustee shall have been advised by counsel acceptable to Coors USX, Marathon or Exchangeco Albertaco 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 Coors USX, Marathon or Exchangeco Albertaco 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 Coors USX, Marathon and Exchangeco Albertaco 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. Coors Patch and Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, partners, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, 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 Agreement, or any written or oral instruction instructions delivered to the Trustee by Coors Patch or Exchangeco pursuant hereto. In no case shall Coors or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors and 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, Coors Patch and Exchangeco shall be entitled to participate at their own expense in the defence and, if Coors Patch and Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. In the event Patch and/or Exchangeco assume the defence of the Trustee, no settlement of any claim shall be entered into without the prior approval of the Trustee; and the Trustee shall have the right to re-assume the defence of any suit if Patch or Exchangeco fail to actively continue such defence so assumed. 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 Coors Patch or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Coors Patch or Exchangeco Exchangeco, and the Trustee shall have been advised by counsel acceptable to Coors Patch or Exchangeco that there may be one or more legal defences available to the Trustee that which are different from or in addition to those available to Coors Patch or Exchangeco and that, that in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Exchangeco and Exchangeco Patch 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 Neither Patch nor Exchangeco shall survive the termination be liable for any settlement of a matter in respect of which an Indemnified Party may seek indemnification under this Agreement section 9.1, unless Patch and the resignation or removal of the TrusteeExchangeco have consented in writing to such settlement.

Indemnification of the Trustee. Coors LoJack and LoJack Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors LoJack or LoJack Exchangeco pursuant hereto. In no case shall Coors LoJack or LoJack Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors LoJack and LoJack Exchangeco shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly as soon as reasonably practicable 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, Coors LoJack and LoJack Exchangeco shall be entitled to participate at their own expense in the defence and, if Coors LoJack and LoJack Exchangeco so elect at any time after receipt of such noticeelect, either of them may assume the defence of any suit brought to enforce any such claimclaim through legal counsel selected by LoJack or LoJack Exchangeco acceptable to the Indemnified Party acting reasonably. 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 Coors LoJack or LoJack Exchangeco; (ii) LoJack or LoJack Exchangeco fail to assume the defence of such claim or action within 10 Business Days after having received notice of such action or claim; or (iiiii) the named parties to any such suit include both the Trustee and Coors LoJack or LoJack Exchangeco and the Trustee shall have been advised by counsel acceptable to Coors LoJack or LoJack 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 Coors LoJack or LoJack 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 Coors LoJack and LoJack 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. Coors LoJack and LoJack Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors LoJack or LoJack Exchangeco pursuant hereto. In no case shall Coors LoJack or LoJack Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors LoJack and LoJack 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, Coors LoJack and LoJack Exchangeco shall be entitled to participate at their own expense in the defence and, if Coors LoJack and LoJack 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, 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 Coors LoJack or LoJack Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Coors LoJack or LoJack Exchangeco and the Trustee shall have been advised by counsel acceptable to Coors LoJack or LoJack 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 Coors LoJack or LoJack 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 Coors LoJack and LoJack 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. Coors Weyerhaeuser and Exchangeco solidarily Weysub jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees . officers and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors Weyerhaeuser or Exchangeco Weysub pursuant hereto. In no case shall Coors Weyerhaeuser or Exchangeco Weysub be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Weyerhaeuser and Exchangeco 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, Coors Weyerhaeuser and Exchangeco Weysub shall be entitled to participate at their own expense in the defence and, if Coors Weyerhaeuser and Exchangeco 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, 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 Coors Weyerhaeuser or ExchangecoWeysub; or (ii) the named parties to any such suit include both the Trustee and Coors Weyerhaeuser or Exchangeco Weysub and the Trustee shall have been advised by counsel acceptable to Coors Weyerhaeuser or Exchangeco 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 Coors Weyerhaeuser or Exchangeco 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 Coors Weyerhaeuser and Exchangeco 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). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Coors Bowater, Bowater Holdings and Exchangeco solidarily Bowater Canada jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement 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, 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 Agreementtrust agreement, or any written or oral instruction delivered to the Trustee by Coors Bowater, Bowater Holdings or Exchangeco Bowater Canada pursuant hereto. In no case shall Coors Bowater, Bowater Holdings or Exchangeco Bowater Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Bowater, Bowater Holdings and Exchangeco 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, Coors Bowater, Bowater Holdings and Exchangeco Bowater Canada shall be entitled to participate at their own expense in the defence and, if Coors Bowater, Bowater Holdings and Exchangeco 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, 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 Coors Bowater, Bowater Holdings or ExchangecoBowater Canada; or (ii) the named parties to any such suit include both the Trustee and Coors Bowater, Bowater Holdings or Exchangeco Bowater Canada and the Trustee shall have been advised by counsel acceptable to Coors Bowater, Bowater Holdings or Exchangeco 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 Coors Bowater, Bowater Holdings or Exchangeco 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 Coors Bowater, Bowater Holdings and Exchangeco 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). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Coors Rational and Exchangeco solidarily Acquisition Sub jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement 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, 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 Agreementtrust agreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by Coors Rational or Exchangeco Acquisition Sub pursuant heretoto this trust agreement. In no case shall Coors or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors The Trustee will notify Rational and Exchangeco 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, Coors Rational and Exchangeco shall Acquisition Sub will be entitled to participate at their own expense in the defence and, if Coors Rational and Exchangeco 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 Coors Rational or ExchangecoAcquisition Sub, which authorization will not be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Coors Rational or Exchangeco Acquisition Sub and the Trustee shall have has been advised by counsel acceptable to Coors Rational or Exchangeco 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 Coors Rational or Exchangeco 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 Coors Rational and Exchangeco 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 shall will survive the termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of the Trust.

Indemnification of the Trustee. Coors EduTrek and Exchangeco solidarily ITI jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this 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, 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 Agreementagreement, or any written or oral instruction instructions delivered to the Trustee by Coors EduTrek or Exchangeco ITI pursuant hereto. In no case shall Coors EduTrek or Exchangeco ITI be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors EduTrek and Exchangeco 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, Coors EduTrek and Exchangeco ITI shall be entitled to participate at their own expense in the defence defense and, if Coors and Exchangeco 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 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 Coors EduTrek or ExchangecoITI, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Coors EduTrek or Exchangeco ITI and the Trustee shall have been advised by counsel acceptable to Coors EduTrek or Exchangeco 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 Coors EduTrek or Exchangeco 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 Coors EduTrek and Exchangeco 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). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Coors Veritas and Exchangeco solidarily VESI jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this 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 counselcounsel on a solicitor and his own client basis) which, without fraud, negligence, recklessness, wilful 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 Agreementagreement, or any written or oral instruction instructions delivered to the Trustee by Coors Veritas or Exchangeco VESI pursuant hereto. In no case shall Coors Veritas or Exchangeco VESI be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Veritas and Exchangeco VESI 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, Coors Veritas and Exchangeco VESI shall be entitled to participate at their own expense in the defence defense and, if Coors and Exchangeco Veritas or VESI 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 Coors Veritas or ExchangecoVESI, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Coors Veritas or Exchangeco VESI and the Trustee shall have been advised by counsel acceptable to Coors Veritas or Exchangeco VESI 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 Coors Veritas or Exchangeco VESI 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 Coors Veritas and Exchangeco VESI 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 TrusteeTrustee and the termination of this agreement.

Indemnification of the Trustee. Coors Duke Energy and Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, gross negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors Duke Energy or Exchangeco pursuant hereto. In no case shall Coors Duke Energy or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Duke Energy and 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, Coors Duke Energy and Exchangeco shall be entitled to participate at their own expense in the defence defense and, if Coors Duke Energy and 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 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 Coors Duke Energy or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Coors Duke Energy or Exchangeco and the Trustee shall have been advised by counsel acceptable to Coors Duke Energy or 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 Coors Duke Energy or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Duke Energy and Exchangeco 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. Coors WSI and Exchangeco solidarily CERI jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors WSI or Exchangeco CERI pursuant hereto. In no case shall Coors WSI or Exchangeco CERI be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors WSI and Exchangeco 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, Coors WSI and Exchangeco CERI shall be entitled to participate at their own expense in the defence and, if Coors WSI and Exchangeco 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, 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 Coors WSI or ExchangecoCERI; or (ii) the named parties to any such suit include both the Trustee and Coors WSI or Exchangeco CERI and the Trustee shall have been advised by counsel acceptable to Coors WSI or Exchangeco 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 Coors WSI or Exchangeco 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 Coors WSI and Exchangeco 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. Coors WSI and Exchangeco solidarily CERI jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors WSI or Exchangeco CERI pursuant hereto. In no case shall Coors WSI or Exchangeco CERI be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors WSI and Exchangeco 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, Coors WSI and Exchangeco CERI shall be entitled to participate at their own expense in the defence and, if Coors WSI and Exchangeco 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, 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 Coors WSI or ExchangecoCERI; or (ii) the named parties to any such suit include both the Trustee and Coors WSI or Exchangeco CERI and the Trustee shall have been advised by counsel acceptable to Coors WSI or Exchangeco 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 Coors WSI or Exchangeco 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 Coors WSI and Exchangeco 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. Coors Spectra Energy and Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, gross negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors Spectra Energy or Exchangeco pursuant hereto. In no case shall Coors Spectra Energy or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Spectra Energy and 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, Coors Spectra Energy and Exchangeco shall be entitled to participate at their own expense in the defence defense and, if Coors Spectra Energy and 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 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 Coors Spectra Energy or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Coors Spectra Energy or Exchangeco and the Trustee shall have been advised by counsel acceptable to Coors Spectra Energy or 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 Coors Spectra Energy or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Spectra Energy and Exchangeco 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. Coors Parent and Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors Parent or Exchangeco pursuant hereto. In no case shall Coors Parent or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Parent and 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, Coors Parent and Exchangeco shall be entitled to participate at their own expense in the defence and, if Coors Parent and Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right 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 Coors Parent or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Coors Parent or Exchangeco and the Trustee shall have been advised by counsel acceptable to Coors Parent or 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 Coors Parent or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Parent and 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. Coors Acquiror and Exchangeco solidarily Canco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors Acquiror or Exchangeco Canco pursuant hereto. In no case shall Coors Acquiror or Exchangeco Canco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Acquiror and Exchangeco Canco 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, Coors Acquiror and Exchangeco Canco shall be entitled to participate at their own expense in the defence defense and, if Coors Acquiror and Exchangeco Canco 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 Coors Acquiror or ExchangecoCanco; or (ii) the named parties to any such suit include both the Trustee and Coors Acquiror or Exchangeco Canco and the Trustee shall have been advised by counsel acceptable to Coors Acquiror or Exchangeco Canco 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 Coors Acquiror or Exchangeco Canco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Acquiror and Exchangeco Canco 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. Coors Each of Enerplus and Exchangeco solidarily EELP jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and shareholders and each of its agents appointed and acting in accordance with this 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, 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors Enerplus or Exchangeco EELP pursuant hereto. In no case shall Coors or Exchangeco be liable under this indemnity for any claim against If any of the Indemnified Parties unless Coors intends to seek indemnification under this indemnity from Enerplus or EELP, the Indemnified Party shall give Enerplus and Exchangeco 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, Coors Enerplus and Exchangeco EELP shall be entitled to participate at their own expense in the defence defense and, if Coors Enerplus and Exchangeco 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 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 Coors Enerplus or ExchangecoEELP; or (ii) the named parties to any such suit include both the Trustee and Coors Enerplus or Exchangeco EELP and the Trustee shall have been advised by counsel acceptable to Coors Enerplus or Exchangeco 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 Coors Enerplus or Exchangeco 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 Coors Enerplus and Exchangeco 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. Coors TSA and TSA Exchangeco solidarily agree to shall indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) Losses which, without fraud, negligence, recklessness, wilful 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 Agreement, or its compliance with, any written or oral instruction instructions delivered to the Trustee by Coors TSA or Exchangeco its Affiliates pursuant hereto. In no case shall Coors or Exchangeco TSA and its Affiliates be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors TSA and TSA 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, Coors TSA and TSA Exchangeco shall be entitled to participate at their own expense in the defence defense and, if Coors TSA and TSA Exchangeco so elect at any time after receipt of such notice, either of them they 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 Coors or TSA and TSA Exchangeco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Coors TSA or TSA Exchangeco or other TSA Affiliates and the Trustee shall have been advised by counsel acceptable to Coors or TSA and TSA 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 Coors TSA or Exchangeco its Affiliates 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 Coors TSA and TSA Exchangeco 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. Coors The Parent and Exchangeco the Corporation solidarily agree to indemnify indemnity and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement 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, 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 Agreementtrust agreement, or any written or oral instruction instructions delivered to the Trustee by Coors the Parent or Exchangeco the Corporation pursuant hereto. In no case shall Coors the Parent or Exchangeco 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 Coors the Parent and Exchangeco 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, Coors the Parent and Exchangeco the Corporation shall be entitled to participate at their own expense in the defence defense and, if Coors and Exchangeco 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 thereof, 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 Coors the Parent or Exchangecothe Corporation, such authorization not to be unreasonably withheld; or (iib) the named parties to any such suit include both the Trustee and Coors the Parent or Exchangeco the Corporation and the Trustee shall have been advised by counsel acceptable to Coors the Parent or Exchangeco 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 Coors the Parent or Exchangeco 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 Coors the Parent and Exchangeco 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). This indemnity Such indemnification shall survive the termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of this trust agreement.

Indemnification of the Trustee. Coors Duke Energy and Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, wilful 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors Duke Energy or Exchangeco pursuant hereto. In no case shall Coors Duke Energy or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Duke Energy and 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, Coors Duke Energy and Exchangeco shall be entitled to participate at their own expense in the defence defense and, if Coors Duke Energy and Exchangeco so elect at any time after receipt of such notice, either of them may -26- VOTING AND EXCHANGE TRUST AGREEMENT 164 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 Coors Duke Energy or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Coors Duke Energy or Exchangeco and the Trustee shall have been advised by counsel acceptable to Coors Duke Energy or 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 Coors Duke Energy or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Duke Energy and Exchangeco 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. Coors Infospace and Exchangeco solidarily Infospace Canada jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement 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, wilful 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 Agreementtrust agreement, or any written or oral instruction delivered to the Trustee by Coors Infospace or Exchangeco Infospace Canada pursuant hereto. In no case shall Coors Infospace or Exchangeco Infospace Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Infospace and Exchangeco Infospace 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, Coors Infospace and Exchangeco Infospace Canada shall be entitled to participate at their own expense in the defence and, if Coors Infospace and Exchangeco Infospace Canada 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 Coors Infospace or ExchangecoInfospace Canada; or (ii) the named parties to any such suit include both the Trustee and Coors Infospace or Exchangeco Infospace Canada, acting reasonably, and the Trustee shall have been advised by counsel acceptable to Coors Infospace or Exchangeco Infospace 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 Coors Infospace or Exchangeco Infospace 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 Coors Infospace and Exchangeco Infospace 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). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Coors NOI and Exchangeco solidarily Dreco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this 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, wilful 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 Agreementagreement, or any written or oral instruction instructions delivered to the Trustee by Coors NOI or Exchangeco Dreco pursuant hereto. In no case shall Coors NOI or Exchangeco Dreco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors NOI and Exchangeco 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, Coors NOI and Exchangeco Dreco shall be entitled to participate at their own expense in the defence defense and, if Coors and Exchangeco 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 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 Coors NOI or ExchangecoDreco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Coors NOI or Exchangeco Dreco and the Trustee shall have been advised by counsel acceptable to Coors NOI or Exchangeco 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 Coors NOI or Exchangeco 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 Coors NOI and Exchangeco 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). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Coors Pure and Pure Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors Pure or Pure Exchangeco pursuant hereto. In no case shall Coors Pure or Pure Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Pure and 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, Coors . Pure and Pure Exchangeco shall be entitled to participate at their own expense in the defence and, if Coors Pure and 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, 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 Coors Pure or Pure Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Coors Pure or Pure Exchangeco and the Trustee shall have been advised by counsel acceptable to Coors Pure or 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 Coors Pure or 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 Coors Pure and 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. Coors Acquiror and Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors Acquiror or Exchangeco pursuant hereto. In no case shall Coors Acquiror or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Acquiror and 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, Coors Acquiror and Exchangeco shall be entitled to participate at their own expense in the defence defense and, if Coors Acquiror and 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 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 Coors Acquiror or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Coors Acquiror or Exchangeco and the Trustee shall have been advised by counsel acceptable to Coors Acquiror or 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 Coors Acquiror or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Acquiror and Exchangeco 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. Coors Shannon and Exchangeco solidarily SIL jointly and severally agree to indemnify and hold xxx xxxd harmless the Trustee Trustee, its partners, employees, agents, successors and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement assigns (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counselcounsel on a solicitor and his own client basis) which, without fraud, negligence, recklessness, wilful willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified 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 Agreement, or any written or oral instruction instructions delivered to the Trustee by Coors Shannon or Exchangeco SIL pursuant hereto. In no case shall Coors or Exchangeco Shannon xx XXX be liable under this indemnity for any claim against claxx xxxxnst any of the Indemnified Parties unless Coors Shannon and Exchangeco SIL shall be notified by the Trustee of the written wxxxxxx 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, Coors Shannon and Exchangeco SIL shall be entitled to participate at their own expense xxx xxpense in the defence defense and, if Coors and Exchangeco Shannon or SIL so elect at any time after receipt of such noticexxxxxx, 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 Coors Shannon or ExchangecoSIL, such authorization not to be unreasonably xxxxxxld; or (ii) the named parties to any such suit include both the Trustee and Coors Shannon or Exchangeco SIL and the Trustee shall have been advised by counsel xxxxxxl acceptable to Coors Shannon or Exchangeco SIL that there may be one or more legal defences available defensxx xxxxlable to the Trustee that are different from or in addition to those available to Coors Shannon or Exchangeco SIL 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 exxxxx (in which case Coors Shannon and Exchangeco SIL shall not have the right to assume the defence of dexxxxx xf 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. Coors Merge and Exchangeco solidarily Matsub jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"” ) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors Merge or Exchangeco Matsub pursuant hereto. In no case shall Coors Merge or Exchangeco Matsub be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Merge and Exchangeco 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, Coors Merge and Exchangeco Matsub shall be entitled to participate at their own expense in the defence and, if Coors Merge and Exchangeco 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, 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 Coors Merge or ExchangecoMatsub; or (ii) the named parties to any such suit include both the Trustee and Coors Merge or Exchangeco Matsub and the Trustee shall have been advised by counsel acceptable to Coors Merge or Exchangeco 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 Coors Merge or Exchangeco 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 Coors Merge and Exchangeco 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. Coors Acquiror and Exchangeco solidarily ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, recklessness, wilful 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors Acquiror or Exchangeco ExchangeCo pursuant hereto. In no case shall Coors Acquiror or Exchangeco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Acquiror and Exchangeco 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, Coors Acquiror and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if Coors Acquiror and Exchangeco 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 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 Coors Acquiror or ExchangecoExchangeCo; or (ii) the named parties to any such suit include both the Trustee and Coors Acquiror or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Coors Acquiror or Exchangeco 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 Coors Acquiror or Exchangeco 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 Coors Acquiror and Exchangeco ExchangeCo 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. Coors Newco and Exchangeco solidarily CN jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement 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, wilful 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 Agreementtrust agreement, or any written or oral instruction delivered to the Trustee by Coors Newco or Exchangeco CN pursuant hereto. In no case shall Coors Newco or Exchangeco CN be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Newco and Exchangeco 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, Coors Newco and Exchangeco CN shall be entitled to participate at their own expense in the defence and, if Coors Newco and Exchangeco 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, 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 Coors Newco or ExchangecoCN; or (ii) the named parties to any such suit include both the Trustee and Coors Newco or Exchangeco CN and the Trustee shall have been advised by counsel acceptable to Coors Newco or Exchangeco 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 Coors Newco or Exchangeco 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 Coors Newco and Exchangeco 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). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Coors The Parent and Exchangeco solidarily the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement 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, wilful 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 Agreementtrust agreement, or any written or oral instruction instructions delivered to the Trustee by Coors the Parent or Exchangeco the Corporation pursuant hereto. In no case shall Coors the Parent or Exchangeco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors the Parent and Exchangeco 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, Coors the Parent and Exchangeco the Corporation shall be entitled to participate at their own expense in the defence and, if Coors and Exchangeco the Parent or the Corporation 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 Coors the Parent or Exchangecothe Corporation; or (ii) the named parties to any such suit include both the Trustee and Coors the Parent or Exchangeco the Corporation and the Trustee shall have been advised by counsel acceptable to Coors the Parent or Exchangeco the Corporation that there may be one or more legal defences available to the Trustee that which are different from or in addition to those available to Coors the Parent or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken Corporation (in which case Coors the Parent and Exchangeco 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). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Coors InfoSpace and Exchangeco solidarily Locus Holdings jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement 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, wilful 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 Agreementtrust agreement, or any written or oral instruction delivered to the Trustee by Coors InfoSpace or Exchangeco Locus Holdings pursuant hereto. In no case shall Coors InfoSpace or Exchangeco Locus Holdings be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors InfoSpace and Exchangeco Locus Holdings 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, Coors InfoSpace and Exchangeco Locus Holdings shall be entitled to participate at their own expense in the defence and, if Coors InfoSpace and Exchangeco Locus Holdings 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 Coors InfoSpace or ExchangecoLocus Holdings, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Coors InfoSpace or Exchangeco Locus Holdings and the Trustee shall have been advised by counsel acceptable to Coors InfoSpace or Exchangeco Locus Holdings that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Coors InfoSpace or Exchangeco Locus Holdings and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors InfoSpace and Exchangeco Locus Holdings 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); or (iii) InfoSpace and/or Locus Holdings shall not have retained legal counsel on behalf of the Trustee within a reasonable amount of time after it has given them notice of a written assertion of a claim or action against any indemnified party. This indemnity Such indemnification shall survive the resignation and removal of the Trustee and termination of this Agreement and the resignation or removal of the Trusteeagreement.

Indemnification of the Trustee. Coors Acquiror and Exchangeco solidarily ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, gross negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors Acquiror or Exchangeco ExchangeCo pursuant hereto. In no case shall Coors Acquiror or Exchangeco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Acquiror and Exchangeco 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, Coors Acquiror and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if Coors Acquiror and Exchangeco 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 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 Coors Acquiror or ExchangecoExchangeCo; or (ii) the named parties to any such suit include both the Trustee and Coors Acquiror or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Coors Acquiror or Exchangeco 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 Coors Acquiror or Exchangeco 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 Coors Acquiror and Exchangeco ExchangeCo 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. Coors Acquirer and Exchangeco solidarily Canco jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors Acquirer or Exchangeco Canco pursuant hereto. In no case Acquirer or Canco shall Coors or Exchangeco not be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Acquirer and Exchangeco Canco 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 Acquirer and Canco shall not be liable only to the extent that a delay in such notification by the Trustee prejudices the claim. Subject to (ii) below, Coors Acquirer and Exchangeco Canco shall be entitled to participate at their own expense in the defence defense and, if Coors Acquirer and Exchangeco Canco 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 Coors Acquirer or ExchangecoCanco; or (ii) the named parties to any such suit include both the Trustee and Coors Acquirer or Exchangeco Canco and the Trustee shall have been advised by counsel acceptable to Coors Acquirer or Exchangeco Canco 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 Coors Acquirer or Exchangeco Canco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Acquirer and Exchangeco Canco 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. Coors CCo and Exchangeco solidarily CCo Sub jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this 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, wilful 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 Agreementagreement, or any written or oral instruction instructions delivered to the Trustee by Coors CCo or Exchangeco CCo Sub pursuant hereto. In no case shall Coors CCo or Exchangeco CCo Sub be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors CCo and Exchangeco 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, Coors CCo and Exchangeco CCo Sub shall be entitled to participate at their own expense in the defence defense and, if Coors and Exchangeco 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 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 Coors CCo or ExchangecoCCo Sub, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Coors CCo or Exchangeco CCo Sub and the Trustee shall have been advised by counsel acceptable to Coors CCo or Exchangeco 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 Coors CCo or Exchangeco 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 Coors CCo and Exchangeco 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 termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of the trust.

Indemnification of the Trustee. Coors Harvest Energy Trust, ExchangeCo and Exchangeco solidarily Harvest jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees employees, shareholders and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, recklessness, wilful 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors Harvest Energy Trust, ExchangeCo or Exchangeco Harvest pursuant hereto. In no case shall Coors or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Harvest Energy Trust, ExchangeCo and Exchangeco Harvest 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 Harvest Energy Trust, ExchangeCo and Harvest shall not relieve Harvest Energy Trust, ExchangeCo and Harvest 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 Harvest Energy Trust, ExchangeCo and Harvest have under this indemnity. Subject to (ii) below, Coors Harvest Energy Trust, ExchangeCo and Exchangeco Harvest shall be entitled to participate at their own expense in the defence defense and, if Coors Harvest Energy Trust, ExchangeCo and Exchangeco Harvest 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 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 Coors or ExchangecoHarvest Energy Trust, ExchangeCo and Harvest; or (ii) the named parties to any such suit include both the Trustee and Coors Harvest Energy Trust, ExchangeCo or Exchangeco Harvest and the Trustee shall have been advised by counsel acceptable to Coors Harvest Energy Trust, ExchangeCo or Exchangeco Harvest 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 Coors Harvest Energy Trust, ExchangeCo or Exchangeco Harvest and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Harvest Energy Trust, ExchangeCo and Exchangeco Harvest 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. Coors AbitibiBowater, Bowater Holdings and Exchangeco solidarily AbitibiBowater Canada jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Amended and Restated 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, 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 ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Amended and Restated Trust Agreement, or any written or oral instruction delivered to the Trustee by Coors AbitibiBowater, Bowater Holdings or Exchangeco AbitibiBowater Canada pursuant hereto. In no case shall Coors AbitibiBowater, Bowater Holdings or Exchangeco AbitibiBowater Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors AbitibiBowater, Bowater Holdings and Exchangeco AbitibiBowater 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, Coors AbitibiBowater, Bowater Holdings and Exchangeco AbitibiBowater Canada shall be entitled to participate at their own expense in the defence and, if Coors AbitibiBowater, Bowater Holdings and Exchangeco AbitibiBowater 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, 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 Coors AbitibiBowater, Bowater Holdings or ExchangecoAbitibiBowater Canada; or (ii) the named parties to any such suit include both the Trustee and Coors AbitibiBowater, Bowater Holdings or Exchangeco AbitibiBowater Canada and the Trustee shall have been advised by counsel acceptable to Coors AbitibiBowater, Bowater Holdings or Exchangeco AbitibiBowater 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 Coors AbitibiBowater, Bowater Holdings or Exchangeco AbitibiBowater 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 Coors AbitibiBowater, Bowater Holdings and Exchangeco AbitibiBowater 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). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Coors ParentCo and Exchangeco solidarily LuxCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, wilful 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors ParentCo or Exchangeco LuxCo pursuant hereto. In no case shall Coors ParentCo or Exchangeco LuxCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors ParentCo and Exchangeco LuxCo 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, Coors ParentCo and Exchangeco LuxCo shall be entitled to participate at their own expense in the defence defense and, if Coors ParentCo and Exchangeco LuxCo 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 Ile 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 Coors ParentCo or ExchangecoLuxCo; or (ii) the named parties to any such suit include both the Trustee and Coors ParentCo or Exchangeco LuxCo and the Trustee shall have been advised by counsel acceptable to Coors ParentCo or Exchangeco LuxCo 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 Coors ParentCo or Exchangeco LuxCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors ParentCo and Exchangeco LuxCo 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. Coors USCo, CalICo and Exchangeco solidarily AcquisitionCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees employees, shareholders and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, recklessness, wilful 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors USCo, CalICo or Exchangeco AcquisitionCo pursuant hereto. In no case The Trustee shall Coors or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors notify USCo, CalICo and Exchangeco 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, Coors USCo, CalICo and Exchangeco AcquisitionCo shall be entitled to participate at their own expense in the defence defense and, if Coors USCo, CalICo and Exchangeco 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 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 Coors USCo, CallCo or ExchangecoAcquisitionCo; or (ii) the named parties to any such suit include both the Trustee and Coors USCo, CallCo or Exchangeco AcquisitionCo and the Trustee shall have been advised by counsel acceptable to Coors USCo, CallCo or Exchangeco 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 Coors USCo, CallCo or Exchangeco 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 Coors USCo, CallCo and Exchangeco 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. Coors Shire and Exchangeco solidarily ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement 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, 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 Agreementtrust agreement, or any written or oral instruction delivered to the Trustee by Coors Shire or Exchangeco ExchangeCo pursuant hereto. In no case shall Coors Shire or Exchangeco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Shire and Exchangeco 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, Coors Shire and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence and, if Coors Shire and Exchangeco 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, 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 Coors Shire or ExchangecoExchangeCo; or (ii) the named parties to any such suit include both the Trustee and Coors Shire or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Coors Shire or Exchangeco 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 Coors Shire or Exchangeco 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 Coors Shire and Exchangeco 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 For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of this Agreement and the resignation or removal of the Trusteetrust agreement.

Indemnification of the Trustee. Coors Vivendi and Vivendi Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors Vivendi or Vivendi Exchangeco pursuant heretounder this Agreement. In no case shall Coors Vivendi or Vivendi Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Vivendi and Vivendi 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, Coors Vivendi and Vivendi Exchangeco shall be entitled to participate at their own expense in the defence defense and, if Coors Vivendi and Vivendi Exchangeco 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 Coors Vivendi or Vivendi Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Coors Vivendi or Vivendi Exchangeco and the Trustee shall have been advised by counsel acceptable to Coors Vivendi or Vivendi 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 Coors Vivendi, or Vivendi 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 Coors Vivendi and Vivendi Exchangeco 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. Coors Patch and Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, partners, employees and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason 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 Agreement, or any written or oral instruction instructions delivered to the Trustee by Coors Patch or Exchangeco pursuant hereto. In no case shall Coors or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors and 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, Coors Patch and Exchangeco shall be entitled to participate at their own expense in the defence and, if Coors Patch and Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. In the event Patch and/or Exchangeco assume the defence of the Trustee, no settlement of any claim shall be entered into without the prior approval of the Trustee; and the Trustee shall have the right to re-assume the defence of any suit if Patch or Exchangeco fail to actively continue such defence so assumed. 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 Coors Patch or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Coors Patch or Exchangeco Exchangeco, and the Trustee shall have been advised by counsel acceptable to Coors Patch or Exchangeco that there may be one or more legal defences available to the Trustee that which are different from or in addition to those available to Coors Patch or Exchangeco and that, that in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Exchangeco and Exchangeco Patch 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 Neither Patch nor Exchangeco shall survive the termination be liable for any settlement of a matter in respect of which an Indemnified Party may seek indemnification under this Agreement section 9.1, unless Patch and the resignation or removal of the TrusteeExchangeco have consented in writing to such settlement.

Indemnification of the Trustee. Coors Acquiror and Exchangeco solidarily ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, recklessness, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors Acquiror or Exchangeco ExchangeCo pursuant hereto. In no case shall Coors Acquiror or Exchangeco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Acquiror and Exchangeco 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, Coors Acquiror and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if Coors Acquiror and Exchangeco 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 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 Coors Acquiror or ExchangecoExchangeCo; or (ii) the named parties to any such suit include both the Trustee and Coors Acquiror or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Coors Acquiror or Exchangeco 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 Coors Acquiror or Exchangeco 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 Coors Acquiror and Exchangeco ExchangeCo 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. Coors USCo, CallCo and Exchangeco solidarily AcquisitionCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees employees, shareholders and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, recklessness, wilful 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors USCo, CallCo or Exchangeco AcquisitionCo pursuant hereto. In no case The Trustee shall Coors or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors notify USCo, CallCo and Exchangeco 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, Coors USCo, CallCo and Exchangeco AcquisitionCo shall be entitled to participate at their own expense in the defence defense and, if Coors USCo, CallCo and Exchangeco 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 thereofdefensethereof, 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 Coors or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Coors or Exchangeco and the Trustee shall have been advised by counsel acceptable to Coors or 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 Coors or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors and 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. Coors Pixelworks and Exchangeco solidarily the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this 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, wilful misconduct or bad faith on the part of such Indemnified Partyparty, 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 it duties set forth in this Agreement, agreement or any written or oral instruction delivered to the Trustee by Coors Pixelworks or Exchangeco the Corporation pursuant hereto. In no case shall Coors will Pixelworks or Exchangeco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Pixelworks and Exchangeco shall be the Corporation are 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 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, Coors Pixelworks and Exchangeco shall the Corporation will be entitled to participate at their own expense in the defence and, if Coors Pixelworks and Exchangeco the Corporation 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 will 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 will be at the expense of the Trustee unless: unless (i) the employment of such counsel has been authorized by Coors Pixelworks or Exchangeco; the Corporation, such authorization not to be unreasonably withheld or (ii) the named parties to any such suit include both the Trustee and Coors Pixelworks or Exchangeco the Corporation and the Trustee shall have has been advised by counsel acceptable to Coors Pixelworks or Exchangeco 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 Coors Pixelworks or Exchangeco the Corporation and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Pixelworks and Exchangeco shall the Corporation will not have the right to assume the defence 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). This The indemnity shall in this section 8.1 will survive the termination of this Agreement and agreement or the resignation or removal of the Trustee.

Indemnification of the Trustee. Coors ParentCo, CallCo and Exchangeco solidarily the Company jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, 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 Agreement, or any written or oral instruction instructions delivered to the Trustee by Coors ParentCo, CallCo or Exchangeco the Company pursuant hereto. In no case shall Coors ParentCo, CallCo or Exchangeco the Company be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors ParentCo, CallCo and Exchangeco 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 28 -24- information as to the nature and basis of the claim. Subject to (iii) below, Coors ParentCo, CallCo and Exchangeco the Company shall be entitled to participate at their own expense in the defence and, if Coors and Exchangeco ParentCo, CallCo or the 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, 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 Coors ParentCo or Exchangecothe Company, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Coors CallCo or Exchangeco ParentCo or the Company and the Trustee shall have been advised by counsel acceptable to Coors ParentCo, CallCo or Exchangeco the Company 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 Coors ParentCo, CallCo or Exchangeco 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 Coors ParentCo, CallCo and Exchangeco the Company 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 Such indemnification shall survive the termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of this Agreement.

Indemnification of the Trustee. Coors The Parent, Swissco and Exchangeco solidarily the Corporation jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement 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, 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 Agreementtrust agreement, or any written or oral instruction instructions delivered to the Trustee by Coors the Parent, Swissco or Exchangeco the Corporation pursuant hereto. In no case shall Coors the Parent, Swissco or Exchangeco the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors the Parent, Swissco and Exchangeco 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, Coors the Parent, Swissco and Exchangeco the Corporation shall be entitled to participate at their own expense in the defence and, if Coors and Exchangeco the Parent, Swissco or the Corporation 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 Coors the Parent, Swissco or Exchangecothe Corporation; or (ii) the named parties to any such suit include both the Trustee and Coors the Parent, Swissco or Exchangeco the Corporation and the Trustee shall have been advised by counsel acceptable to Coors the Parent or Exchangeco the Corporation that there may be one or more legal defences defenses available to the Trustee that which are different from or in addition to those available to Coors the Parent or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken Corporation (in which case Coors the Parent, Swissco and Exchangeco 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). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Coors ACT and Exchangeco solidarily ACTsub jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this 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, wilful 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 Agreement, or any written or oral instruction instructions delivered to the Trustee by Coors ACT or Exchangeco ACTsub pursuant hereto. In no case shall Coors ACT or Exchangeco ACTsub be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors ACT and Exchangeco 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, Coors ACT and Exchangeco ACTsub shall be entitled to participate at their own expense in the defence defense and, if Coors and Exchangeco 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 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 Coors ACT or Exchangeco; ACTsub or (ii) the named parties to any such suit include both the Trustee and Coors ACT or Exchangeco ACTsub and the Trustee shall have been advised by counsel acceptable to Coors ACT or Exchangeco 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 Coors ACT or Exchangeco 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 Coors ACT and Exchangeco 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). This indemnity ; or (iii) ACT and/or ACTsub shall survive the termination of this Agreement and the resignation or removal not have retained legal counsel on behalf of the TrusteeTrustee 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. Coors Advantage Trust, ExchangeCo and Exchangeco solidarily AOG jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees employees, shareholders and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors Advantage Trust, ExchangeCo or Exchangeco AOG pursuant hereto. In no case shall Coors or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Advantage Trust, ExchangeCo and Exchangeco 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, Coors Advantage Trust, ExchangeCo and Exchangeco AOG shall be entitled to participate at their own expense in the defence defense and, if Coors Advantage Trust, ExchangeCo and Exchangeco 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 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 Coors or ExchangecoAdvantage Trust, ExchangeCo and AOG; or (ii) the named parties to any such suit include both the Trustee and Coors Advantage Trust, ExchangeCo or Exchangeco AOG and the Trustee shall have been advised by counsel acceptable to Coors Advantage Trust, ExchangeCo or Exchangeco 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 Coors Advantage Trust, ExchangeCo or Exchangeco 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 Coors Advantage Trust, ExchangeCo and Exchangeco 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. Coors Shire and Exchangeco solidarily ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement trust agreement (collectively, the "Indemnified PartiesINDEMNIFIED 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, 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 Agreementtrust agreement, or any written or oral instruction delivered to the Trustee by Coors Shire or Exchangeco ExchangeCo pursuant hereto. In no case shall Coors Shire or Exchangeco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Shire and Exchangeco 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, Coors Shire and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence and, if Coors Shire and Exchangeco 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, 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 Coors Shire or ExchangecoExchangeCo; or (ii) the named parties to any such suit include both the Trustee and Coors Shire or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Coors Shire or Exchangeco 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 Coors Shire or Exchangeco 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 Coors Shire and Exchangeco 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 For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of this Agreement and the resignation or removal of the Trusteetrust agreement.

Indemnification of the Trustee. Coors Newco and Exchangeco solidarily CN jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees officers and agents appointed and acting in accordance with this Agreement 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, wilful 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 Agreementtrust agreement, or any written or oral instruction delivered to the Trustee by Coors Newco or Exchangeco CN pursuant hereto. In no case shall Coors Newco or Exchangeco CN be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Newco and Exchangeco 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, Coors Newco and Exchangeco CN shall be entitled to participate at their own expense in the defence and, if Coors Newco and Exchangeco 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, 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 Coors Newco or ExchangecoCN; or (ii) the named parties to any such suit include both the Trustee and Coors Newco or Exchangeco CN and the Trustee shall have been advised by counsel acceptable to Coors Newco or Exchangeco 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 Coors Newco or Exchangeco 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 Coors Newco and Exchangeco 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). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. Coors ARC, ARC Subco and Exchangeco solidarily ARC Resources jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, negligence, recklessness, wilful 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors ARC, ARC Subco or Exchangeco ARC Resources pursuant hereto. In no case shall Coors ARC, ARC Subco or Exchangeco ARC Resources be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors ARC, ARC Subco and Exchangeco 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, Coors ARC, ARC Subco and Exchangeco ARC Resources shall be entitled to participate at their own expense in the defence defense and, if Coors ARC, ARC Subco and Exchangeco 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 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 Coors or ExchangecoARC, ARC Subco and ARC Resources ; or (ii) the named parties to any such suit include both the Trustee and Coors ARC, ARC Subco or Exchangeco ARC Resources and the Trustee shall have been advised by counsel acceptable to Coors ARC, ARC Subco or Exchangeco 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 Coors ARC, ARC Subco or Exchangeco 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 Coors ARC, ARC Subco and Exchangeco 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. Coors Parent and Exchangeco solidarily Acquisition Sub jointly and severally agree to indemnify indemnify, and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this 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, wilful 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 Agreement, or any written or oral instruction instructions delivered to the Trustee by Coors Parent or Exchangeco Acquisition Sub pursuant hereto. In no case shall Coors Parent or Exchangeco Acquisition Sub be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Parent and Exchangeco Acquisition 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, Coors Parent and Exchangeco Acquisition Sub shall be entitled to participate at their own expense in the defence defense and, if Coors and Exchangeco Parent or Acquisition Sub 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 Coors Parent or ExchangecoAcquisition Sub; or (ii) the named parties to any such suit include both the Trustee and Coors Parent or Exchangeco Acquisition Sub and the Trustee shall have been advised by counsel acceptable to Coors Parent or Exchangeco 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 Coors Parent or Exchangeco Acquisition 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 Coors Parent and Exchangeco Acquisition Sub 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. Coors Each of Enerplus and Exchangeco solidarily FLP jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and shareholders and each of its agents appointed and acting in accordance with this 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, 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors Enerplus or Exchangeco FLP pursuant hereto. In no case shall Coors or Exchangeco be liable under this indemnity for any claim against If any of the Indemnified Parties unless Coors intends to seek indemnification under this indemnity from Enerplus or FLP, the Indemnified Party shall give Enerplus and Exchangeco shall be notified by FLP 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 FLP (as set forth above) shall not relieve Enerplus or FLP of its indemnification obligations hereunder to the Indemnified Party, however the liability which Enerplus and FLP have to the Indemnified Party pursuant to the terms of this indemnity (and for which Enerplus and FLP 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 FLP has under this indemnity. Subject to (ii) below, Coors Enerplus and Exchangeco FLP shall be entitled to participate at their own expense in the defence defense and, if Coors Enerplus and Exchangeco FLP 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 Coors Enerplus or ExchangecoFLP; or (ii) the named parties to any such suit include both the Trustee and Coors Enerplus or Exchangeco FLP and the Trustee shall have been advised by counsel acceptable to Coors Enerplus or Exchangeco FLP 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 Coors Enerplus or Exchangeco FLP and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Enerplus and Exchangeco FLP 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. Coors Duke Energy and Exchangeco solidarily jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, recklessness, wilful 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 Agreement, or any written or oral instruction delivered to the Trustee by Coors Duke Energy or Exchangeco pursuant hereto. In no case shall Coors Duke Energy or Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Duke Energy and 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, Coors Duke Energy and Exchangeco shall be entitled to participate at their own expense in the defence defense and, if Coors Duke Energy and 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 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 Coors Duke Energy or Exchangeco; or (ii) the named parties to any such suit include both the Trustee and Coors Duke Energy or Exchangeco and the Trustee shall have been advised by counsel acceptable to Coors Duke Energy or 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 Coors Duke Energy or Exchangeco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Coors Duke Energy and Exchangeco 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. Coors JAG and Exchangeco solidarily ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directorspartners, officers, employees and agents appointed and acting in accordance with this 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, wilful 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 Agreementagreement, or any written or oral instruction instructions delivered to the Trustee by Coors JAG or Exchangeco ExchangeCo pursuant hereto. In no case shall Coors JAG or Exchangeco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors JAG and Exchangeco 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, Coors JAG and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if Coors and Exchangeco 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 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 Coors JAG or ExchangecoExchangeCo, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Coors JAG or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Coors JAG or Exchangeco 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 Coors JAG or Exchangeco 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 Coors JAG and Exchangeco 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 termination of this Agreement and the resignation or removal of the TrusteeTrustee and the termination of the trust.

Indemnification of the Trustee. Coors Acquiror and Exchangeco solidarily ExchangeCo jointly and severally agree to indemnify and hold harmless the Trustee and each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the "“Indemnified Parties"”) against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's ’s legal counsel) which, without fraud, gross negligence, recklessness, wilful 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 ’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by Coors Acquiror or Exchangeco ExchangeCo pursuant hereto. In no case shall Coors Acquiror or Exchangeco ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless Coors Acquiror and Exchangeco 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, Coors Acquiror and Exchangeco ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if Coors Acquiror and Exchangeco 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 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 Coors Acquiror or ExchangecoExchangeCo; or (ii) the named parties to any such suit include both the Trustee and Coors Acquiror or Exchangeco ExchangeCo and the Trustee shall have been advised by counsel acceptable to Coors Acquiror or Exchangeco 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 Coors Acquiror or Exchangeco 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 Coors Acquiror and Exchangeco ExchangeCo 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.