any sums paid under the Capital Securities or
under this Guarantee.
11
INDEMNIFICATION
Exculpation.
NO INDEMNIFIED PERSON SHALL BE LIABLE, RESPONSIBLE OR ACCOUNTABLE IN DAMAGES OR
OTHERWISE TO THE GUARANTOR OR ANY COVERED PERSON FOR ANY LOSS, DAMAGE OR CLAIM
INCURRED BY REASON OF ANY ACT OR OMISSION PERFORMED OR OMITTED BY SUCH
INDEMNIFIED PERSON IN GOOD FAITH IN ACCORDANCE WITH THIS GUARANTEE AND IN A
MANNER THAT SUCH INDEMNIFIED PERSON REASONABLY BELIEVED TO BE WITHIN THE SCOPE
OF THE AUTHORITY CONFERRED ON SUCH INDEMNIFIED PERSON BY THIS GUARANTEE OR BY
LAW, EXCEPT THAT AN INDEMNIFIED PERSON SHALL BE LIABLE FOR ANY SUCH LOSS, DAMAGE
OR CLAIM INCURRED BY REASON OF SUCH INDEMNIFIED PERSON'S NEGLIGENCE OR WILLFUL
MISCONDUCT WITH RESPECT TO SUCH ACTS OR OMISSIONS.
AN INDEMNIFIED PERSON SHALL BE FULLY PROTECTED IN RELYING IN GOOD FAITH UPON THE
RECORDS OF THE ISSUER OR THE GUARANTOR AND UPON SUCH INFORMATION, OPINIONS,
REPORTS OR STATEMENTS PRESENTED TO THE ISSUER OR THE GUARANTOR BY ANY PERSON AS
TO MATTERS THE INDEMNIFIED PERSON REASONABLY BELIEVES ARE WITHIN SUCH OTHER
PERSON'S PROFESSIONAL OR EXPERT COMPETENCE AND WHO, IF SELECTED BY SUCH
INDEMNIFIED PERSON, HAS BEEN SELECTED WITH REASONABLE CARE BY SUCH INDEMNIFIED
PERSON, INCLUDING INFORMATION, OPINIONS, REPORTS OR STATEMENTS AS TO THE VALUE
AND AMOUNT OF THE ASSETS, LIABILITIES, PROFITS, LOSSES, OR ANY OTHER FACTS
PERTINENT TO THE EXISTENCE AND AMOUNT OF ASSETS FROM WHICH DISTRIBUTIONS TO
HOLDERS OF CAPITAL SECURITIES MIGHT PROPERLY BE PAID.
Indemnification.
THE GUARANTOR AGREES TO INDEMNIFY EACH INDEMNIFIED PERSON FOR, AND TO HOLD EACH
INDEMNIFIED PERSON HARMLESS AGAINST, ANY AND ALL LOSS, LIABILITY, DAMAGE, CLAIM
OR EXPENSE INCURRED WITHOUT NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE
INDEMNIFIED PERSON, ARISING OUT OF OR IN CONNECTION WITH THE ACCEPTANCE OR
ADMINISTRATION OF THE TRUST OR TRUSTS HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE COSTS AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES) OF THE
INDEMNIFIED PERSON DEFENDING ITSELF AGAINST, OR INVESTIGATING, ANY CLAIM OR
LIABILITY IN CONNECTION WITH THE EXERCISE OR PERFORMANCE OF ANY OF THE
INDEMNIFIED PERSON'S POWERS OR DUTIES HEREUNDER. THE OBLIGATION TO INDEMNIFY AS
SET FORTH IN THIS SECTION 7.2 SHALL SURVIVE THE RESIGNATION OR REMOVAL OF THE
GUARANTEE TRUSTEE AND THE TERMINATION OF THIS GUARANTEE.
PROMPTLY AFTER RECEIPT BY AN INDEMNIFIED PERSON UNDER THIS SECTION 7.2 OF NOTICE
OF THE COMMENCEMENT OF ANY ACTION, SUCH INDEMNIFIED PERSON WILL, IF A CLAIM IN
RESPECT THEREOF IS TO BE MADE AGAINST THE GUARANTOR UNDER THIS SECTION 7.2,
NOTIFY THE GUARANTOR IN WRITING OF THE COMMENCEMENT THEREOF; BUT THE FAILURE SO
TO NOTIFY THE GUARANTOR (I) WILL NOT RELIEVE THE GUARANTOR FROM LIABILITY UNDER
PARAGRAPH (A) ABOVE UNLESS AND TO THE EXTENT THAT THE GUARANTOR DID NOT
OTHERWISE LEARN OF SUCH ACTION AND SUCH FAILURE RESULTS IN THE FORFEITURE BY THE
GUARANTOR OF SUBSTANTIAL RIGHTS AND DEFENSES AND (II) WILL NOT, IN ANY EVENT,
RELIEVE THE GUARANTOR FROM ANY OBLIGATIONS TO ANY INDEMNIFIED PERSON OTHER THAN
THE INDEMNIFICATION OBLIGATION PROVIDED IN PARAGRAPH (A) ABOVE. THE GUARANTOR
SHALL