Common use of Indemnification of the Trustee Clause in Contracts

Indemnification of the Trustee. SMTC and SMTC 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 (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 (to be confirmed in writing) delivered to the Trustee by SMTC or SMTC Canada pursuant hereto. In no case shall SMTC or SMTC Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC and SMTC 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, SMTC and SMTC Canada shall be entitled to participate at their own expense in the defence and, if SMTC and SMTC 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 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 SMTC or SMTC Canada, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC or SMTC Canada and the Trustee shall have been advised by counsel acceptable to SMTC or SMTC 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 SMTC or SMTC 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 SMTC and SMTC Canada shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).

Indemnification of the Trustee. SMTC Coors and SMTC Canada jointly and severally 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Coors or SMTC Canada Exchangeco pursuant hereto. In no case shall SMTC Coors or SMTC Canada Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Coors and SMTC Canada 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, SMTC Coors and SMTC Canada Exchangeco shall be entitled to participate at their own expense in the defence and, if SMTC Coors and SMTC Canada Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Coors or SMTC Canada, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC Coors or SMTC Canada Exchangeco and the Trustee shall have been advised by counsel acceptable to SMTC Coors or SMTC Canada 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 SMTC Coors or SMTC Canada 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 SMTC Coors and SMTC Canada 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. SMTC Parent and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Parent or SMTC Canada ExchangeCo pursuant hereto. In no case shall SMTC Parent or SMTC Canada ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Parent and SMTC Canada 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, SMTC Parent and SMTC Canada ExchangeCo shall be entitled to participate at their own expense in the defence and, if SMTC Parent and SMTC Canada ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate participate, in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Parent or SMTC Canada, such authorization not to be unreasonably withheldExchangeCo; or (ii) the named parties to any such suit include both the Trustee and SMTC Parent or SMTC Canada ExchangeCo and the Trustee shall have been advised by counsel acceptable to SMTC Parent or SMTC Canada 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 SMTC Parent or SMTC Canada 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 SMTC Parent and SMTC Canada ExchangeCo shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of the Agreement.

Indemnification of the Trustee. SMTC Parent, Newco I and SMTC Canada jointly and severally Newco II 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 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 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 (to be confirmed in writing) instructions delivered to the Trustee by SMTC or SMTC Canada Parent pursuant hereto. In no case shall SMTC Parent, Newco I or SMTC Canada Newco II be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Parent, Newco I and SMTC Canada Newco II 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 clause (ii) below, SMTC Parent, Newco I and SMTC Canada Newco II shall be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada Parent, Newco I or Newco II so elect elects at any time after receipt of such notice, either of them it 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 SMTC Parent, Newco I or SMTC Canada, such authorization not to be unreasonably withheldNewco II; or (ii) the named parties to any such suit include both the Trustee and SMTC Parent, Newco I or SMTC Canada Newco II and the Trustee shall have been advised by counsel acceptable to SMTC Parent, Newco I or SMTC Canada Newco II 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 SMTC Parent, Newco I or SMTC Canada Newco II and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case SMTC Parent, Newco I and SMTC Canada Newco II 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); or (iii) Parent, Newco I and/or Newco II shall not have retained legal counsel on behalf of the Trustee within a reasonable amount of time after the Trustee has given them notice of a written assertion of a claim or action against any indemnified party. Such indemnification shall survive the resignation and removal of the Trustee and termination of the Agreement.

Indemnification of the Trustee. SMTC Patch and SMTC Canada Exchangeco 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 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 (to be confirmed in writing) instructions delivered to the Trustee by SMTC Patch or SMTC Canada Exchangeco pursuant hereto. In no case shall SMTC or SMTC Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC and SMTC 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, SMTC Patch and SMTC Canada Exchangeco shall be entitled to participate at their own expense in the defence and, if SMTC Patch and SMTC Canada 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 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 SMTC Patch or SMTC Canada, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC Patch or SMTC Canada Exchangeco, and the Trustee shall have been advised by counsel acceptable to SMTC Patch or SMTC Canada 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 SMTC Patch or SMTC Canada 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 SMTC Exchangeco and SMTC Canada 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)) . Neither Patch nor Exchangeco shall be liable for any settlement of a matter in respect of which an Indemnified Party may seek indemnification under this section 9.1, unless Patch and Exchangeco have consented in writing to such settlement.

Indemnification of the Trustee. SMTC Vivendi and SMTC Canada Vivendi Universal 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Vivendi or SMTC Canada pursuant heretoVivendi Universal Exchangeco under this Agreement. In no case shall SMTC Vivendi or SMTC Canada Vivendi Universal Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Vivendi and SMTC Canada Vivendi Universal 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, SMTC Vivendi and SMTC Canada Vivendi Universal Exchangeco shall be entitled to participate at their own expense in the defence defense and, if SMTC Vivendi and SMTC Canada Vivendi Universal 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 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 SMTC Vivendi or SMTC Canada, such authorization not to be unreasonably withheldVivendi Universal Exchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC Vivendi or SMTC Canada Vivendi Universal Exchangeco and the Trustee shall have been advised by counsel acceptable to SMTC Vivendi or SMTC Canada Vivendi Universal 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 SMTC Vivendi, or SMTC Canada Vivendi Universal Exchangeco and that, in the judgment opinion of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case SMTC Vivendi and SMTC Canada Vivendi Universal 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. SMTC (1) RG and SMTC Canada 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 ’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 (to be confirmed in writing) delivered to the Trustee by SMTC RG or SMTC Canada Canco pursuant hereto. . (2) In no case shall SMTC RG or SMTC Canada Canco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC RG and SMTC Canada 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, SMTC RG and SMTC Canada Canco shall be entitled to participate at their own expense in the defence and, if SMTC RG and SMTC Canada Canco 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 SMTC RG or SMTC Canada, such authorization not to be unreasonably withheldCanco; or (ii) the named parties to any such suit include both the Trustee and SMTC RG or SMTC Canada Canco and the Trustee shall have been advised by counsel acceptable to SMTC RG or SMTC Canada Canco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to SMTC RG or SMTC Canada Canco and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case SMTC RG and SMTC Canada Canco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. SMTC (a) Bionik US and SMTC Canada 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, 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 (to be confirmed in writing) delivered to the Trustee by SMTC Bionik US or SMTC Canada the Corporation pursuant hereto. . (b) In no case shall SMTC Bionik US or SMTC Canada the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Bionik US and SMTC Canada 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, SMTC Bionik US and SMTC Canada the Corporation shall be entitled to participate at their own expense in the defence and, if SMTC Bionik US and SMTC Canada 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 SMTC Bionik US or SMTC Canada, such authorization not to be unreasonably withheldthe Corporation; or (ii) the named parties to any such suit include both the Trustee and SMTC Bionik US or SMTC Canada the Corporation and the Trustee shall have been advised by counsel acceptable to SMTC Bionik US or SMTC Canada 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 SMTC Bionik US or SMTC Canada the Corporation and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case SMTC Bionik US and SMTC Canada 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 the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. SMTC OSI and SMTC Canada 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 (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 agreement, or any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC OSI or SMTC Canada PTI Holdco pursuant hereto. In no case shall SMTC OSI or SMTC Canada PTI Holdco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC OSI and SMTC Canada 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, SMTC OSI and SMTC Canada PTI Holdco shall be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada 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 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 SMTC OSI or SMTC CanadaPTI Holdco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC OSI or SMTC Canada PTI Holdco and the Trustee shall have been advised by counsel acceptable to SMTC OSI or SMTC Canada 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 SMTC OSI or SMTC Canada 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 SMTC OSI and SMTC Canada 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 resignation or removal of the Trustee and the termination of the trust.

Indemnification of the Trustee. SMTC Merilus USA and SMTC 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 (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 agreement, or any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC Merilus USA or SMTC Merilus Canada pursuant hereto. In no case shall SMTC will Merilus USA or SMTC Merilus Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Merilus USA and SMTC Merilus Canada shall 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, SMTC Merilus USA and SMTC Merilus Canada shall will be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC 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 thereof 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 SMTC Merilus USA or SMTC Merilus Canada, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC Merilus USA or SMTC Merilus Canada and the Trustee shall will have been advised by counsel acceptable to SMTC Merilus USA or SMTC 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 SMTC Merilus USA or SMTC 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 SMTC Merilus USA and SMTC Merilus Canada shall 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 will survive the resignation or removal of the Trustee and the termination of the trust.

Indemnification of the Trustee. SMTC Fenix and SMTC Canada jointly and severally 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Fenix or SMTC Canada Exchangeco pursuant hereto. In no case shall SMTC Fenix or SMTC Canada Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Fenix and SMTC Canada 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, SMTC Fenix and SMTC Canada Exchangeco shall be entitled to participate at their own expense in the defence and, if SMTC Fenix and SMTC Canada Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Fenix or SMTC CanadaExchangeco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC Fenix or SMTC Canada Exchangeco and the Trustee shall have been advised by counsel acceptable to SMTC Fenix or SMTC Canada 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 SMTC Fenix or SMTC Canada 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 SMTC Fenix and SMTC Canada 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. SMTC Parent and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Parent or SMTC Canada Canadian Sub pursuant hereto. In no case shall SMTC Parent or SMTC Canada Canadian Sub be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Parent and SMTC Canada 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, SMTC Parent and SMTC Canada Canadian Sub shall be entitled to participate at their own expense in the defence and, if SMTC Parent and SMTC Canada 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 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 SMTC Parent or SMTC CanadaCanadian Sub, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC Parent or SMTC Canada Canadian Sub and the Trustee shall have been advised by counsel acceptable to SMTC Parent or SMTC Canada 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 SMTC Parent or SMTC Canada 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 SMTC Parent and SMTC Canada 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. SMTC (1) RG and SMTC Canada 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 ’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 (to be confirmed in writing) delivered to the Trustee by SMTC RG or SMTC Canada Canco pursuant hereto. . (2) In no case shall SMTC RG or SMTC Canada Canco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC RG and SMTC Canada 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, SMTC RG and SMTC Canada Canco shall be entitled to participate at their own expense in the defence and, if SMTC RG and SMTC Canada Canco 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 SMTC RG or SMTC Canada, such authorization not to be unreasonably withheldCanco; or (ii) the named parties to any such suit include both the Trustee and SMTC RG or SMTC Canada Canco and the Trustee shall have been advised by counsel acceptable to SMTC RG or SMTC Canada Canco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to SMTC RG or SMTC Canada Canco and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case SMTC RG and SMTC Canada Canco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. SMTC Acquiror and SMTC Canada 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 ’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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Acquiror or SMTC Canada the Corporation pursuant hereto. In no case shall SMTC Acquiror or SMTC Canada the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Acquiror and SMTC Canada 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, SMTC Acquiror and SMTC Canada the Corporation shall be entitled to participate at their own expense in the defence defense and, if SMTC Acquiror and SMTC Canada 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 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 SMTC Acquiror or SMTC Canada, such authorization not to be unreasonably withheldthe Corporation; or (ii) the named parties to any such suit include both the Trustee and SMTC Acquiror or SMTC Canada the Corporation and the Trustee shall have been advised by counsel acceptable to SMTC Acquiror or SMTC Canada 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 SMTC Acquiror or SMTC Canada 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 SMTC Acquiror and SMTC Canada 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. SMTC (1) FCE and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC FCE or SMTC Canada ExchangeCo pursuant hereto. . (2) In no case shall SMTC FCE or SMTC Canada ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC FCE and SMTC Canada 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, SMTC FCE and SMTC Canada ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if SMTC FCE and SMTC Canada ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC FCE or SMTC Canada, such authorization not to be unreasonably withheldExchangeCo; or (ii) the named parties to any such suit include both the Trustee and SMTC FCE or SMTC Canada ExchangeCo and the Trustee shall have been advised by counsel acceptable to SMTC FCE or SMTC Canada 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 SMTC FCE or SMTC Canada 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 SMTC FCE and SMTC Canada 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. SMTC Duke Energy and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Duke Energy or SMTC Canada Exchangeco pursuant hereto. In no case shall SMTC Duke Energy or SMTC Canada Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Duke Energy and SMTC Canada 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, SMTC Duke Energy and SMTC Canada Exchangeco shall be entitled to participate at their own expense in the defence defense and, if SMTC Duke Energy and SMTC Canada 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 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 SMTC Duke Energy or SMTC Canada, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC Duke Energy or SMTC Canada Exchangeco and the Trustee shall have been advised by counsel acceptable to SMTC Duke Energy or SMTC Canada 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 SMTC Duke Energy or SMTC Canada 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 SMTC Duke Energy and SMTC Canada 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. SMTC The Trust hereby agrees to be primary obligor and SMTC Canada jointly and severally agree to indemnify shall indemnify, defend and hold harmless CSC Delaware Trust Company, in its individual capacity and in its capacity as Trustee and any of the officers, directors, employees, affiliates and agents of the Trustee (the “Trustee Indemnified Persons”) from and each of its directors, officers, employees against any and agents appointed and acting in accordance with this agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable liabilities, claims, actions, suits, costs, penaltiesexpenses, fines and reasonable expenses disbursements (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 (to be confirmed in writing) delivered to the Trustee by SMTC or SMTC Canada pursuant hereto. In no case shall SMTC or SMTC Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC and SMTC 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, SMTC and SMTC Canada shall be entitled to participate at their own expense in the defence and, if SMTC and SMTC 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 but the fees and expenses in connection with enforcement of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC or SMTC Canada, such authorization not its rights to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee indemnity hereunder and SMTC or SMTC Canada and the Trustee shall have been advised by counsel acceptable to SMTC or SMTC 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 SMTC or SMTC 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 SMTC and SMTC Canada shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay including the reasonable fees and expenses of counsel counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Trustee Indemnified Persons with respect to the performance of this Second Amended and Restated Declaration of Trust, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Trustee Indemnified Person for any Expenses which are a result of the Trustee)willful misconduct, bad faith or gross negligence of a Trustee Indemnified Person. If the Trust shall have insufficient assets or improperly refuses to pay a Trustee Indemnified Person within sixty (60) days of a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or indemnify, defend and hold harmless a Trustee Indemnified Person as if it were the primary obligor hereunder; provided, however, that the Sponsor shall not be required to indemnify any Trustee Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of a Trustee Indemnified Person. To the fullest extent permitted by law, Expenses to be incurred by a Trustee Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Sponsor prior to the final disposition of any matter upon receipt by the Sponsor of an undertaking by, or on behalf of, such Trustee Indemnified Person to repay such amount if it shall be determined that the Trustee Indemnified Person is not entitled to be indemnified under this Second Amended and Restated Declaration of Trust.

Indemnification of the Trustee. SMTC (1) Newmont and SMTC Canada Acquisitionco 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 (to be confirmed in writing) delivered to the Trustee by SMTC Newmont or SMTC Canada Acquisitionco pursuant hereto. . (2) In no case shall SMTC Newmont or SMTC Canada Acquisitionco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Newmont and SMTC Canada Acquisitionco 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, SMTC Newmont and SMTC Canada Acquisitionco shall be entitled to participate at their own expense in the defence and, if SMTC Newmont and SMTC Canada Acquisitionco 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 SMTC Newmont or SMTC Canada, such authorization not to be unreasonably withheldAcquisitionco; or (ii) the named parties to any such suit include both the Trustee and SMTC Newmont or SMTC Canada Acquisitionco and the Trustee shall have been advised by counsel acceptable to SMTC Newmont or SMTC Canada Acquisitionco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to SMTC Newmont or SMTC Canada Acquisitionco and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case SMTC Newmont and SMTC Canada Acquisitionco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. SMTC Acquirer and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Acquirer or SMTC Canada Canco pursuant hereto. In no case Acquirer or Canco shall SMTC or SMTC Canada not be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Acquirer and SMTC Canada 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, SMTC Acquirer and SMTC Canada Canco shall be entitled to participate at their own expense in the defence defense and, if SMTC Acquirer and SMTC Canada 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 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 SMTC Acquirer or SMTC Canada, such authorization not to be unreasonably withheldCanco; or (ii) the named parties to any such suit include both the Trustee and SMTC Acquirer or SMTC Canada Canco and the Trustee shall have been advised by counsel acceptable to SMTC Acquirer or SMTC Canada 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 SMTC Acquirer or SMTC Canada 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 SMTC Acquirer and SMTC Canada 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. SMTC ACT and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC ACT or SMTC Canada ACTsub pursuant hereto. In no case shall SMTC ACT or SMTC Canada ACTsub be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC ACT and SMTC Canada 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, SMTC ACT and SMTC Canada ACTsub shall be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada ACT or ACTsub so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC ACT or SMTC Canada, such authorization not to be unreasonably withheld; ACTsub or (ii) the named parties to any such suit include both the Trustee and SMTC ACT or SMTC Canada ACTsub and the Trustee shall have been advised by counsel acceptable to SMTC ACT or SMTC Canada 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 SMTC ACT or SMTC Canada 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 SMTC ACT and SMTC Canada ACTsub shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee); or (iii) ACT and/or ACTsub shall not have retained legal counsel on behalf of the Trustee within a reasonable time after it has given them notice of a written assertion of a claim or action against any Indemnified Party.

Indemnification of the Trustee. SMTC Newco and SMTC Canada 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 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 trust agreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Newco or SMTC Canada CN pursuant hereto. In no case shall SMTC Newco or SMTC Canada CN be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Newco and SMTC Canada 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, SMTC Newco and SMTC Canada CN shall be entitled to participate at their own expense in the defence and, if SMTC Newco and SMTC Canada CN so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Newco or SMTC Canada, such authorization not to be unreasonably withheldCN; or (ii) the named parties to any such suit include both the Trustee and SMTC Newco or SMTC Canada CN and the Trustee shall have been advised by counsel acceptable to SMTC Newco or SMTC Canada 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 SMTC Newco or SMTC Canada 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 SMTC Newco and SMTC Canada CN shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).

Indemnification of the Trustee. SMTC JAG and SMTC Canada 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 (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 agreement, or any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC JAG or SMTC Canada ExchangeCo pursuant hereto. In no case shall SMTC JAG or SMTC Canada ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC JAG and SMTC Canada 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, SMTC JAG and SMTC Canada ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada JAG or ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC JAG or SMTC CanadaExchangeCo, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC JAG or SMTC Canada ExchangeCo and the Trustee shall have been advised by counsel acceptable to SMTC JAG or SMTC Canada 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 SMTC JAG or SMTC Canada 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 SMTC JAG and SMTC Canada ExchangeCo shall not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the resignation or removal of the Trustee and the termination of the trust.

Indemnification of the Trustee. SMTC and SMTC Canada jointly and severally agree to AOI will 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 agreement, Agreement or any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC or SMTC Canada AOI pursuant hereto. In no case shall SMTC or SMTC Canada will AOI be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC and SMTC Canada shall be AOI is notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall will have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, SMTC and SMTC Canada shall AOI will be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada AOI so elect elects at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall will have the right to employ separate counsel in any such suit and participate in the defence defense thereof but the fees and expenses of such counsel shall will be at the expense of the Trustee unless: : (ia) the employment of such counsel has been authorized by SMTC or SMTC CanadaAOI, such authorization not to be unreasonably withheld; or or (iib) the named parties to any such suit include both the Trustee and SMTC or SMTC Canada AOI, and the Trustee shall have has been advised by counsel acceptable to SMTC or SMTC Canada AOI that there may be one or more legal defences defenses available to the Trustee that are different from or in addition to those available to SMTC AOI and that an actual or SMTC Canada and that, in the judgment of such counsel, would present a potential conflict of interest were a joint representation to be undertaken exists (in which case SMTC and SMTC Canada shall AOI will not have the right to assume the defence defense of such suit on behalf of the Trustee but shall will be liable to pay the reasonable fees and expenses of counsel for the Trustee).

Indemnification of the Trustee. SMTC Acquiror and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Acquiror or SMTC Canada Exchangeco pursuant hereto. In no case shall SMTC Acquiror or SMTC Canada Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Acquiror and SMTC Canada 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, SMTC Acquiror and SMTC Canada Exchangeco shall be entitled to participate at their own expense in the defence defense and, if SMTC Acquiror and SMTC Canada Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Acquiror or SMTC Canada, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC Acquiror or SMTC Canada Exchangeco and the Trustee shall have been advised by counsel acceptable to SMTC Acquiror or SMTC Canada 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 SMTC Acquiror or SMTC Canada 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 SMTC Acquiror and SMTC Canada 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. SMTC Harvest Energy Trust, ExchangeCo and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Harvest Energy Trust, ExchangeCo or SMTC Canada Harvest pursuant hereto. In no case shall SMTC or SMTC Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Harvest Energy Trust, ExchangeCo and SMTC Canada 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, SMTC Harvest Energy Trust, ExchangeCo and SMTC Canada Harvest shall be entitled to participate at their own expense in the defence defense and, if SMTC Harvest Energy Trust, ExchangeCo and SMTC Canada 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 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 SMTC or SMTC CanadaHarvest Energy Trust, such authorization not to be unreasonably withheldExchangeCo and Harvest; or (ii) the named parties to any such suit include both the Trustee and SMTC Harvest Energy Trust, ExchangeCo or SMTC Canada Harvest and the Trustee shall have been advised by counsel acceptable to SMTC Harvest Energy Trust, ExchangeCo or SMTC Canada 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 SMTC Harvest Energy Trust, ExchangeCo or SMTC Canada 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 SMTC Harvest Energy Trust, ExchangeCo and SMTC Canada 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. SMTC Each of Enerplus and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Enerplus or SMTC Canada EELP pursuant hereto. In no case shall SMTC or SMTC Canada be liable under this indemnity for any claim against If any of the Indemnified Parties unless SMTC intends to seek indemnification under this indemnity from Enerplus or EELP, the Indemnified Party shall give Enerplus and SMTC Canada 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, SMTC Enerplus and SMTC Canada EELP shall be entitled to participate at their own expense in the defence defense and, if SMTC Enerplus and SMTC Canada EELP so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Enerplus or SMTC Canada, such authorization not to be unreasonably withheldEELP; or (ii) the named parties to any such suit include both the Trustee and SMTC Enerplus or SMTC Canada EELP and the Trustee shall have been advised by counsel acceptable to SMTC Enerplus or SMTC Canada 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 SMTC Enerplus or SMTC Canada 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 SMTC Enerplus and SMTC Canada 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. SMTC ParentCo and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC ParentCo or SMTC Canada LuxCo pursuant hereto. In no case shall SMTC ParentCo or SMTC Canada LuxCo be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC ParentCo and SMTC Canada 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, SMTC ParentCo and SMTC Canada LuxCo shall be entitled to participate at their own expense in the defence defense and, if SMTC ParentCo and SMTC Canada 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 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 SMTC ParentCo or SMTC Canada, such authorization not to be unreasonably withheldLuxCo; or (ii) the named parties to any such suit include both the Trustee and SMTC ParentCo or SMTC Canada LuxCo and the Trustee shall have been advised by counsel acceptable to SMTC ParentCo or SMTC Canada 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 SMTC ParentCo or SMTC Canada 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 SMTC ParentCo and SMTC Canada 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. SMTC AbitibiBowater, Bowater Holdings and SMTC 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 agreement 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 agreementAmended and Restated Trust Agreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC AbitibiBowater, Bowater Holdings or SMTC AbitibiBowater Canada pursuant hereto. In no case shall SMTC AbitibiBowater, Bowater Holdings or SMTC AbitibiBowater Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC AbitibiBowater, Bowater Holdings and SMTC 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, SMTC AbitibiBowater, Bowater Holdings and SMTC AbitibiBowater Canada shall be entitled to participate at their own expense in the defence and, if SMTC AbitibiBowater, Bowater Holdings and SMTC 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 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 SMTC AbitibiBowater, Bowater Holdings or SMTC AbitibiBowater Canada, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC AbitibiBowater, Bowater Holdings or SMTC AbitibiBowater Canada and the Trustee shall have been advised by counsel acceptable to SMTC AbitibiBowater, Bowater Holdings or SMTC 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 SMTC AbitibiBowater, Bowater Holdings or SMTC 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 SMTC AbitibiBowater, Bowater Holdings and SMTC 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).

Indemnification of the Trustee. SMTC WSI and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC WSI or SMTC Canada CERI pursuant hereto. In no case shall SMTC WSI or SMTC Canada CERI be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC WSI and SMTC Canada 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, SMTC WSI and SMTC Canada CERI shall be entitled to participate at their own expense in the defence and, if SMTC WSI and SMTC Canada CERI so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC WSI or SMTC Canada, such authorization not to be unreasonably withheldCERI; or (ii) the named parties to any such suit include both the Trustee and SMTC WSI or SMTC Canada CERI and the Trustee shall have been advised by counsel acceptable to SMTC WSI or SMTC Canada 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 SMTC WSI or SMTC Canada 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 SMTC WSI and SMTC Canada 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. SMTC Duke Energy and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Duke Energy or SMTC Canada Exchangeco pursuant hereto. In no case shall SMTC Duke Energy or SMTC Canada Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Duke Energy and SMTC Canada 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, SMTC Duke Energy and SMTC Canada Exchangeco shall be entitled to participate at their own expense in the defence defense and, if SMTC Duke Energy and SMTC Canada Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Duke Energy or SMTC Canada, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC Duke Energy or SMTC Canada Exchangeco and the Trustee shall have been advised by counsel acceptable to SMTC Duke Energy or SMTC Canada 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 SMTC Duke Energy or SMTC Canada 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 SMTC Duke Energy and SMTC Canada 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. SMTC Each of Enerplus and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Enerplus or SMTC Canada FLP pursuant hereto. In no case shall SMTC or SMTC Canada be liable under this indemnity for any claim against If any of the Indemnified Parties unless SMTC intends to seek indemnification under this indemnity from Enerplus or FLP, the Indemnified Party shall give Enerplus and SMTC Canada 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, SMTC Enerplus and SMTC Canada FLP shall be entitled to participate at their own expense in the defence defense and, if SMTC Enerplus and SMTC Canada 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 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 SMTC Enerplus or SMTC Canada, such authorization not to be unreasonably withheldFLP; or (ii) the named parties to any such suit include both the Trustee and SMTC Enerplus or SMTC Canada FLP and the Trustee shall have been advised by counsel acceptable to SMTC Enerplus or SMTC Canada 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 SMTC Enerplus or SMTC Canada 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 SMTC Enerplus and SMTC Canada 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. SMTC NOI and SMTC Canada 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 (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 agreement, or any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC NOI or SMTC Canada Dreco pursuant hereto. In no case shall SMTC NOI or SMTC Canada Dreco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC NOI and SMTC Canada 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, SMTC NOI and SMTC Canada Dreco shall be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada NOI or Dreco so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC NOI or SMTC CanadaDreco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC NOI or SMTC Canada Dreco and the Trustee shall have been advised by counsel acceptable to SMTC NOI or SMTC Canada 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 SMTC NOI or SMTC Canada 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 SMTC NOI and SMTC Canada Dreco shall not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).

Indemnification of the Trustee. SMTC Shire and SMTC Canada 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 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 trust agreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Shire or SMTC Canada ExchangeCo pursuant hereto. In no case shall SMTC Shire or SMTC Canada ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Shire and SMTC Canada 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, SMTC Shire and SMTC Canada ExchangeCo shall be entitled to participate at their own expense in the defence and, if SMTC Shire and SMTC Canada ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate participate, in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Shire or SMTC Canada, such authorization not to be unreasonably withheldExchangeCo; or (ii) the named parties to any such suit include both the Trustee and SMTC Shire or SMTC Canada ExchangeCo and the Trustee shall have been advised by counsel acceptable to SMTC Shire or SMTC Canada 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 SMTC Shire or SMTC Canada 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 SMTC Shire and SMTC Canada ExchangeCo shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). For certainty, the indemnity provided for in this Section 8.1 shall survive the termination of the trust agreement.

Indemnification of the Trustee. SMTC Vivendi and SMTC Canada Vivendi 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Vivendi or SMTC Canada pursuant heretoVivendi Exchangeco under this Agreement. In no case shall SMTC Vivendi or SMTC Canada Vivendi Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Vivendi and SMTC Canada 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, SMTC Vivendi and SMTC Canada Vivendi Exchangeco shall be entitled to participate at their own expense in the defence defense and, if SMTC Vivendi and SMTC Canada 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 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 SMTC Vivendi or SMTC Canada, such authorization not to be unreasonably withheldVivendi Exchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC Vivendi or SMTC Canada Vivendi Exchangeco and the Trustee shall have been advised by counsel acceptable to SMTC Vivendi or SMTC Canada 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 SMTC Vivendi, or SMTC Canada 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 SMTC Vivendi and SMTC Canada 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. SMTC The Parent and SMTC Canada jointly and severally 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 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 trust agreement, or any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC the Parent or SMTC Canada the Corporation pursuant hereto. In no case shall SMTC the Parent or SMTC Canada 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 SMTC the Parent and SMTC Canada 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, SMTC the Parent and SMTC Canada the Corporation shall be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada the Parent or the Corporation so elect at any time after receipt of such notice, either any of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence defense thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (ia) the employment of such counsel has been authorized by SMTC the Parent or SMTC Canadathe Corporation, such authorization not to be unreasonably withheld; or (iib) the named parties to any such suit include both the Trustee and SMTC the Parent or SMTC Canada the Corporation and the Trustee shall have been advised by counsel acceptable to SMTC the Parent or SMTC Canada 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 SMTC the Parent or SMTC Canada 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 SMTC the Parent and SMTC Canada the Corporation shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this trust agreement.

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

Indemnification of the Trustee. SMTC USCo, CallCo and SMTC Canada 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC USCo, CallCo or SMTC Canada AcquisitionCo pursuant hereto. In no case The Trustee shall SMTC or SMTC Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC notify USCo, CallCo and SMTC Canada 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, SMTC USCo, CallCo and SMTC Canada AcquisitionCo shall be entitled to participate at their own expense in the defence defense and, if SMTC USCo, CallCo and SMTC Canada AcquisitionCo so elect at any time after receipt of such notice, either any of them may assume the defence defense of any suit brought to enforce any such claim. The claim in which case, the Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defensethereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: : (i) the employment of such counsel has been authorized by SMTC USCo, CallCo or SMTC Canada, such authorization not to be unreasonably withheldAcquisitionCo; or or (ii) the named parties to any such suit include both the Trustee and SMTC USCo, CallCo or SMTC Canada AcquisitionCo and the Trustee shall have been advised by counsel acceptable to SMTC USCo, CallCo or SMTC Canada 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 SMTC USCo, CallCo or SMTC Canada 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 SMTC USCo, CallCo and SMTC Canada 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. SMTC Redback and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Redback or SMTC Canada Exchangeco pursuant hereto. In no case shall SMTC Redback or SMTC Canada Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Redback and SMTC Canada shall be Exchangeco are notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, Parties promptly after any of the Indemnified Parties shall have has received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, SMTC Redback and SMTC Canada Exchangeco shall be entitled to participate at their own expense in the defence and, if SMTC Redback and SMTC Canada Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Redback or SMTC Canada, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC Redback or SMTC Canada Exchangeco and the Trustee shall have been advised by counsel acceptable to SMTC Redback or SMTC Canada 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 SMTC Redback or SMTC Canada 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 SMTC Redback and SMTC Canada 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. SMTC Veritas and SMTC Canada 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 (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 (to be confirmed in writing) instructions delivered to the Trustee by SMTC Veritas or SMTC Canada VESI pursuant hereto. In no case shall SMTC Veritas or SMTC Canada VESI be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Veritas and SMTC Canada 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, SMTC Veritas and SMTC Canada VESI shall be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada 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 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 SMTC Veritas or SMTC CanadaVESI, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC Veritas or SMTC Canada VESI and the Trustee shall have been advised by counsel acceptable to SMTC Veritas or SMTC Canada 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 SMTC Veritas or SMTC Canada 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 SMTC Veritas and SMTC Canada 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 resignation or removal of the Trustee and the termination of this agreement.

Indemnification of the Trustee. SMTC The Parent and SMTC Canada 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 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 trust agreement, or any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC the Parent or SMTC Canada the Corporation pursuant hereto. In no case shall SMTC the Parent or SMTC Canada the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC the Parent and SMTC Canada 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, SMTC the Parent and SMTC Canada the Corporation shall be entitled to participate at their own expense in the defence and, if SMTC and SMTC Canada 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 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 SMTC the Parent or SMTC Canada, such authorization not to be unreasonably withheldthe Corporation; or (ii) the named parties to any such suit include both the Trustee and SMTC the Parent or SMTC Canada the Corporation and the Trustee shall have been advised by counsel acceptable to SMTC the Parent or SMTC Canada 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 SMTC the Parent or SMTC Canada 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 SMTC the Parent and SMTC Canada 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).

Indemnification of the Trustee. SMTC Parent and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC Parent or SMTC Canada Acquisition Sub pursuant hereto. In no case shall SMTC Parent or SMTC Canada Acquisition Sub be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Parent and SMTC Canada 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, SMTC Parent and SMTC Canada Acquisition Sub shall be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada 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 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 SMTC Parent or SMTC Canada, such authorization not to be unreasonably withheldAcquisition Sub; or (ii) the named parties to any such suit include both the Trustee and SMTC Parent or SMTC Canada Acquisition Sub and the Trustee shall have been advised by counsel acceptable to SMTC Parent or SMTC Canada 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 SMTC Parent or SMTC Canada 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 SMTC Parent and SMTC Canada 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).

Indemnification of the Trustee. SMTC ARC, ARC Subco and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC ARC, ARC Subco or SMTC Canada ARC Resources pursuant hereto. In no case shall SMTC ARC, ARC Subco or SMTC Canada ARC Resources be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC ARC, ARC Subco and SMTC Canada 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, SMTC ARC, ARC Subco and SMTC Canada ARC Resources shall be entitled to participate at their own expense in the defence defense and, if SMTC ARC, ARC Subco and SMTC Canada ARC Resources so elect at any time after receipt of such notice, either any of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC or SMTC CanadaARC, such authorization not to be unreasonably withheldARC Subco and ARC Resources ; or (ii) the named parties to any such suit include both the Trustee and SMTC ARC, ARC Subco or SMTC Canada ARC Resources and the Trustee shall have been advised by counsel acceptable to SMTC ARC, ARC Subco or SMTC Canada 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 SMTC ARC, ARC Subco or SMTC Canada 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 SMTC ARC, ARC Subco and SMTC Canada 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. SMTC Orbital and SMTC Canada 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, 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 (to be confirmed in writing) instructions delivered to the Trustee by SMTC Orbital or SMTC Canada the Corporation pursuant hereto. In no case shall SMTC Orbital or SMTC Canada the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Orbital and SMTC Canada 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, SMTC Orbital and SMTC Canada the Corporation shall be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada Orbital 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 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 SMTC Orbital or SMTC Canada, such authorization not to be unreasonably withheldthe Corporation; or (ii) the named parties to any such suit include both the Trustee and SMTC Orbital or SMTC Canada the Corporation and the Trustee shall have been advised by counsel acceptable to SMTC Orbital or SMTC Canada 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 SMTC Orbital or SMTC Canada 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 SMTC Orbital and SMTC Canada 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).

Indemnification of the Trustee. SMTC Acquiror and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Acquiror or SMTC Canada ExchangeCo pursuant hereto. In no case shall SMTC Acquiror or SMTC Canada ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Acquiror and SMTC Canada 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, SMTC Acquiror and SMTC Canada ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if SMTC Acquiror and SMTC Canada ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Acquiror or SMTC Canada, such authorization not to be unreasonably withheldExchangeCo; or (ii) the named parties to any such suit include both the Trustee and SMTC Acquiror or SMTC Canada ExchangeCo and the Trustee shall have been advised by counsel acceptable to SMTC Acquiror or SMTC Canada 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 SMTC Acquiror or SMTC Canada 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 SMTC Acquiror and SMTC Canada 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. SMTC (1) Newmont and SMTC Canada New 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, 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 (to be confirmed in writing) delivered to the Trustee by SMTC Newmont or SMTC Canada New Exchangeco pursuant hereto. . (2) In no case shall SMTC Newmont or SMTC Canada New Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Newmont and SMTC Canada New 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, SMTC Newmont and SMTC Canada New Exchangeco shall be entitled to participate at their own expense in the defence and, if SMTC Newmont and SMTC Canada New Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Newmont or SMTC Canada, such authorization not to be unreasonably withheldNew Exchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC Newmont or SMTC Canada New Exchangeco and the Trustee shall have been advised by counsel acceptable to SMTC Newmont or SMTC Canada New 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 SMTC Newmont or SMTC Canada New Exchangeco and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case SMTC Newmont and SMTC Canada New 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). The indemnities contained in this Article 9 shall survive the termination of the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. SMTC Patch and SMTC Canada Exchangeco 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC Patch or SMTC Canada Exchangeco pursuant hereto. In no case shall SMTC or SMTC Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC and SMTC 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, SMTC Patch and SMTC Canada Exchangeco shall be entitled to participate at their own expense in the defence and, if SMTC Patch and SMTC Canada 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 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 SMTC Patch or SMTC Canada, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC Patch or SMTC Canada Exchangeco, and the Trustee shall have been advised by counsel acceptable to SMTC Patch or SMTC Canada 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 SMTC Patch or SMTC Canada 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 SMTC Exchangeco and SMTC Canada 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)) . Neither Patch nor Exchangeco shall be liable for any settlement of a matter in respect of which an Indemnified Party may seek indemnification under this section 9.1, unless Patch and Exchangeco have consented in writing to such settlement.

Indemnification of the Trustee. SMTC LoJack and SMTC Canada LoJack 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC LoJack or SMTC Canada LoJack Exchangeco pursuant hereto. In no case shall SMTC LoJack or SMTC Canada LoJack Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC LoJack and SMTC Canada 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, SMTC LoJack and SMTC Canada LoJack Exchangeco shall be entitled to participate at their own expense in the defence and, if SMTC LoJack and SMTC Canada 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 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 SMTC LoJack or SMTC Canada, LoJack Exchangeco; (ii) LoJack or LoJack Exchangeco fail to assume the defence of such authorization not to be unreasonably withheldclaim 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 SMTC LoJack or SMTC Canada LoJack Exchangeco and the Trustee shall have been advised by counsel acceptable to SMTC LoJack or SMTC Canada 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 SMTC LoJack or SMTC Canada 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 SMTC LoJack and SMTC Canada 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. SMTC InfoSpace and SMTC Canada 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 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 trust agreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC InfoSpace or SMTC Canada Locus Holdings pursuant hereto. In no case shall SMTC InfoSpace or SMTC Canada Locus Holdings be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC InfoSpace and SMTC Canada 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, SMTC InfoSpace and SMTC Canada Locus Holdings shall be entitled to participate at their own expense in the defence and, if SMTC InfoSpace and SMTC Canada 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 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 SMTC InfoSpace or SMTC CanadaLocus Holdings, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC InfoSpace or SMTC Canada Locus Holdings and the Trustee shall have been advised by counsel acceptable to SMTC InfoSpace or SMTC Canada 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 SMTC InfoSpace or SMTC Canada 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 SMTC InfoSpace and SMTC Canada 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. Such indemnification shall survive the resignation and removal of the Trustee and termination of this agreement.

Indemnification of the Trustee. SMTC Acquiror and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Acquiror or SMTC Canada ExchangeCo pursuant hereto. In no case shall SMTC Acquiror or SMTC Canada ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Acquiror and SMTC Canada 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, SMTC Acquiror and SMTC Canada ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if SMTC Acquiror and SMTC Canada ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Acquiror or SMTC Canada, such authorization not to be unreasonably withheldExchangeCo; or (ii) the named parties to any such suit include both the Trustee and SMTC Acquiror or SMTC Canada ExchangeCo and the Trustee shall have been advised by counsel acceptable to SMTC Acquiror or SMTC Canada 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 SMTC Acquiror or SMTC Canada 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 SMTC Acquiror and SMTC Canada 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. SMTC Newco and SMTC Canada 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 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 trust agreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Newco or SMTC Canada CN pursuant hereto. In no case shall SMTC Newco or SMTC Canada CN be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Newco and SMTC Canada 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, SMTC Newco and SMTC Canada CN shall be entitled to participate at their own expense in the defence and, if SMTC Newco and SMTC Canada CN so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Newco or SMTC Canada, such authorization not to be unreasonably withheldCN; or (ii) the named parties to any such suit include both the Trustee and SMTC Newco or SMTC Canada CN and the Trustee shall have been advised by counsel acceptable to SMTC Newco or SMTC Canada 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 SMTC Newco or SMTC Canada 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 SMTC Newco and SMTC Canada CN shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).

Indemnification of the Trustee. SMTC Bowater, Bowater Holdings and SMTC 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 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 trust agreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Bowater, Bowater Holdings or SMTC Bowater Canada pursuant hereto. In no case shall SMTC Bowater, Bowater Holdings or SMTC Bowater Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Bowater, Bowater Holdings and SMTC 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, SMTC Bowater, Bowater Holdings and SMTC Bowater Canada shall be entitled to participate at their own expense in the defence and, if SMTC Bowater, Bowater Holdings and SMTC Bowater Canada so elect at any time after receipt of such notice, either any of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Bowater, Bowater Holdings or SMTC Bowater Canada, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC Bowater, Bowater Holdings or SMTC Bowater Canada and the Trustee shall have been advised by counsel acceptable to SMTC Bowater, Bowater Holdings or SMTC 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 SMTC Bowater, Bowater Holdings or SMTC 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 SMTC Bowater, Bowater Holdings and SMTC Bowater Canada shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).

Indemnification of the Trustee. SMTC CCo and SMTC Canada 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 (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 agreement, or any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC CCo or SMTC Canada CCo Sub pursuant hereto. In no case shall SMTC CCo or SMTC Canada CCo Sub be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC CCo and SMTC Canada 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, SMTC CCo and SMTC Canada CCo Sub shall be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada CCo or CCo Sub so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC CCo or SMTC CanadaCCo Sub, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC CCo or SMTC Canada CCo Sub and the Trustee shall have been advised by counsel acceptable to SMTC CCo or SMTC Canada 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 SMTC CCo or SMTC Canada 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 SMTC CCo and SMTC Canada CCo Sub shall not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the resignation or removal of the Trustee and the termination of the trust.

Indemnification of the Trustee. SMTC Advantage Trust, ExchangeCo and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Advantage Trust, ExchangeCo or SMTC Canada AOG pursuant hereto. In no case shall SMTC or SMTC Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Advantage Trust, ExchangeCo and SMTC Canada 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, SMTC Advantage Trust, ExchangeCo and SMTC Canada AOG shall be entitled to participate at their own expense in the defence defense and, if SMTC Advantage Trust, ExchangeCo and SMTC Canada AOG so elect at any time after receipt of such notice, either any of them may assume the defence defense of any suit brought to enforce any such claim. The claim in which case, the Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC or SMTC CanadaAdvantage Trust, such authorization not to be unreasonably withheldExchangeCo and AOG; or (ii) the named parties to any such suit include both the Trustee and SMTC Advantage Trust, ExchangeCo or SMTC Canada AOG and the Trustee shall have been advised by counsel acceptable to SMTC Advantage Trust, ExchangeCo or SMTC Canada 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 SMTC Advantage Trust, ExchangeCo or SMTC Canada 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 SMTC Advantage Trust, ExchangeCo and SMTC Canada 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. SMTC Parent and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Parent or SMTC Canada Exchangeco pursuant hereto. In no case shall SMTC Parent or SMTC Canada Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Parent and SMTC Canada 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, SMTC Parent and SMTC Canada Exchangeco shall be entitled to participate at their own expense in the defence and, if SMTC Parent and SMTC Canada Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Parent or SMTC Canada, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC Parent or SMTC Canada Exchangeco and the Trustee shall have been advised by counsel acceptable to SMTC Parent or SMTC Canada 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 SMTC Parent or SMTC Canada 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 SMTC Parent and SMTC Canada 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. SMTC Duke Energy and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Duke Energy or SMTC Canada Exchangeco pursuant hereto. In no case shall SMTC Duke Energy or SMTC Canada Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Duke Energy and SMTC Canada 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, SMTC Duke Energy and SMTC Canada Exchangeco shall be entitled to participate at their own expense in the defence defense and, if SMTC Duke Energy and SMTC Canada Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Duke Energy or SMTC Canada, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC Duke Energy or SMTC Canada Exchangeco and the Trustee shall have been advised by counsel acceptable to SMTC Duke Energy or SMTC Canada 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 SMTC Duke Energy or SMTC Canada 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 SMTC Duke Energy and SMTC Canada 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. SMTC Acquiror and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Acquiror or SMTC Canada ExchangeCo pursuant hereto. In no case shall SMTC Acquiror or SMTC Canada ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Acquiror and SMTC Canada 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, SMTC Acquiror and SMTC Canada ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if SMTC Acquiror and SMTC Canada ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Acquiror or SMTC Canada, such authorization not to be unreasonably withheldExchangeCo; or (ii) the named parties to any such suit include both the Trustee and SMTC Acquiror or SMTC Canada ExchangeCo and the Trustee shall have been advised by counsel acceptable to SMTC Acquiror or SMTC Canada 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 SMTC Acquiror or SMTC Canada 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 SMTC Acquiror and SMTC Canada 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. SMTC USX, Marathon and SMTC Canada 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 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 (to be confirmed in writing) instructions delivered to the Trustee by SMTC USX, Marathon or SMTC Canada Albertaco pursuant hereto. In no case shall SMTC USX, Marathon or SMTC Canada Albertaco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC USX, Marathon and SMTC Canada 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, SMTC USX, Marathon and SMTC Canada Albertaco shall be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada 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 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 SMTC USX, Marathon or SMTC CanadaAlbertaco, such authorization not to be unreasonably withheld; or (iib) the named parties to any such suit include both the Trustee and SMTC USX, Marathon or SMTC Canada Albertaco and the Trustee shall have been advised by counsel acceptable to SMTC USX, Marathon or SMTC Canada 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 SMTC USX, Marathon or SMTC Canada 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 SMTC USX, Marathon and SMTC Canada 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).

Indemnification of the Trustee. SMTC The Trust hereby agrees to be primary obligor and SMTC Canada jointly and severally agree to indemnify shall indemnify, defend and hold harmless CSC Delaware Trust Company, in its individual capacity and in its capacity as Trustee and any of the officers, directors, employees, affiliates and agents of the Trustee (the “Trustee Indemnified Persons”) from and each of its directors, officers, employees against any and agents appointed and acting in accordance with this agreement (collectively, the "Indemnified Parties") against all claims, losses, damages, reasonable liabilities, claims, actions, suits, costs, penaltiesexpenses, fines and reasonable expenses disbursements (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 (to be confirmed in writing) delivered to the Trustee by SMTC or SMTC Canada pursuant hereto. In no case shall SMTC or SMTC Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC and SMTC 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, SMTC and SMTC Canada shall be entitled to participate at their own expense in the defence and, if SMTC and SMTC 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 but the fees and expenses in connection with enforcement of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC or SMTC Canada, such authorization not its rights to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee indemnity hereunder and SMTC or SMTC Canada and the Trustee shall have been advised by counsel acceptable to SMTC or SMTC 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 SMTC or SMTC 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 SMTC and SMTC Canada shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay including the reasonable fees and expenses of counsel counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Trustee Indemnified Persons with respect to the performance of this Amended and Restated Declaration of Trust, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Trustee Indemnified Person for any Expenses which are a result of the Trustee)willful misconduct, bad faith or gross negligence of a Trustee Indemnified Person. If the Trust shall have insufficient assets or improperly refuses to pay a Trustee Indemnified Person within sixty (60) days of a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or indemnify, defend and hold harmless a Trustee Indemnified Person as if it were the primary obligor hereunder; provided, however, that the Sponsor shall not be required to indemnify any Trustee Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of a Trustee Indemnified Person. To the fullest extent permitted by law, Expenses to be incurred by a Trustee Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Sponsor prior to the final disposition of any matter upon receipt by the Sponsor of an undertaking by, or on behalf of, such Trustee Indemnified Person to repay such amount if it shall be determined that the Trustee Indemnified Person is not entitled to be indemnified under this Amended and Restated Declaration of Trust.

Indemnification of the Trustee. SMTC USCo, CalICo and SMTC Canada 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC USCo, CalICo or SMTC Canada AcquisitionCo pursuant hereto. In no case The Trustee shall SMTC or SMTC Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC notify USCo, CalICo and SMTC Canada 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, SMTC USCo, CalICo and SMTC Canada AcquisitionCo shall be entitled to participate at their own expense in the defence defense and, if SMTC USCo, CalICo and SMTC Canada AcquisitionCo so elect at any time after receipt of such notice, either any of them may assume the defence defense of any suit brought to enforce any such claim. The claim in which case, the Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC USCo, CallCo or SMTC Canada, such authorization not to be unreasonably withheldAcquisitionCo; or (ii) the named parties to any such suit include both the Trustee and SMTC USCo, CallCo or SMTC Canada AcquisitionCo and the Trustee shall have been advised by counsel acceptable to SMTC USCo, CallCo or SMTC Canada 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 SMTC USCo, CallCo or SMTC Canada 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 SMTC USCo, CallCo and SMTC Canada 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. SMTC Pixelworks and SMTC Canada 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 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 (to be confirmed in writing) delivered to the Trustee by SMTC Pixelworks or SMTC Canada the Corporation pursuant hereto. In no case shall SMTC will Pixelworks or SMTC Canada the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Pixelworks and SMTC Canada 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, SMTC Pixelworks and SMTC Canada shall the Corporation will be entitled to participate at their own expense in the defence and, if SMTC Pixelworks and SMTC Canada 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 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 SMTC Pixelworks or SMTC Canadathe Corporation, such authorization not to be unreasonably withheld; withheld or (ii) the named parties to any such suit include both the Trustee and SMTC Pixelworks or SMTC Canada the Corporation and the Trustee shall have has been advised by counsel acceptable to SMTC Pixelworks or SMTC Canada 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 SMTC Pixelworks or SMTC Canada 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 SMTC Pixelworks and SMTC Canada 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). The indemnity in this section 8.1 will survive termination of this agreement or the resignation or removal of the Trustee.

Indemnification of the Trustee. SMTC ParentCo, CallCo and SMTC Canada 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 (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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC ParentCo, CallCo or SMTC Canada the Company pursuant hereto. In no case shall SMTC ParentCo, CallCo or SMTC Canada the Company be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC ParentCo, CallCo and SMTC Canada 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, SMTC ParentCo, CallCo and SMTC Canada the Company shall be entitled to participate at their own expense in the defence and, if SMTC and SMTC Canada 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 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 SMTC ParentCo or SMTC Canadathe Company, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC CallCo or SMTC Canada ParentCo or the Company and the Trustee shall have been advised by counsel acceptable to SMTC ParentCo, CallCo or SMTC Canada 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 SMTC ParentCo, CallCo or SMTC Canada 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 SMTC ParentCo, CallCo and SMTC Canada 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). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this Agreement.

Indemnification of the Trustee. SMTC Acquiror and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Acquiror or SMTC Canada Canco pursuant hereto. In no case shall SMTC Acquiror or SMTC Canada Canco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Acquiror and SMTC Canada 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, SMTC Acquiror and SMTC Canada Canco shall be entitled to participate at their own expense in the defence defense and, if SMTC Acquiror and SMTC Canada 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 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 SMTC Acquiror or SMTC Canada, such authorization not to be unreasonably withheldCanco; or (ii) the named parties to any such suit include both the Trustee and SMTC Acquiror or SMTC Canada Canco and the Trustee shall have been advised by counsel acceptable to SMTC Acquiror or SMTC Canada 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 SMTC Acquiror or SMTC Canada 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 SMTC Acquiror and SMTC Canada 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. SMTC LoJack and SMTC Canada LoJack 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC LoJack or SMTC Canada LoJack Exchangeco pursuant hereto. In no case shall SMTC LoJack or SMTC Canada LoJack Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC LoJack and SMTC Canada 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, SMTC LoJack and SMTC Canada LoJack Exchangeco shall be entitled to participate at their own expense in the defence and, if SMTC LoJack and SMTC Canada 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 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 SMTC LoJack or SMTC Canada, such authorization not to be unreasonably withheldLoJack Exchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC LoJack or SMTC Canada LoJack Exchangeco and the Trustee shall have been advised by counsel acceptable to SMTC LoJack or SMTC Canada 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 SMTC LoJack or SMTC Canada 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 SMTC LoJack and SMTC Canada 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. SMTC Rational and SMTC Canada 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 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 trust agreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Rational or SMTC Canada Acquisition Sub pursuant heretoto this trust agreement. In no case shall SMTC or SMTC Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC The Trustee will notify Rational and SMTC Canada 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, SMTC Rational and SMTC Canada shall Acquisition Sub will be entitled to participate at their own expense in the defence and, if SMTC Rational and SMTC Canada 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 SMTC Rational or SMTC CanadaAcquisition Sub, such which authorization will not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC Rational or SMTC Canada Acquisition Sub and the Trustee shall have has been advised by counsel acceptable to SMTC Rational or SMTC Canada 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 SMTC Rational or SMTC Canada 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 SMTC Rational and SMTC Canada shall Acquisition Sub will not have the right to assume the defence of such that suit on behalf of the Trustee but shall will be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity will survive the resignation or removal of the Trustee and the termination of the Trust.

Indemnification of the Trustee. SMTC Weyerhaeuser and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Weyerhaeuser or SMTC Canada Weysub pursuant hereto. In no case shall SMTC Weyerhaeuser or SMTC Canada Weysub be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Weyerhaeuser and SMTC Canada 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, SMTC Weyerhaeuser and SMTC Canada Weysub shall be entitled to participate at their own expense in the defence and, if SMTC Weyerhaeuser and SMTC Canada Weysub so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Weyerhaeuser or SMTC Canada, such authorization not to be unreasonably withheldWeysub; or (ii) the named parties to any such suit include both the Trustee and SMTC Weyerhaeuser or SMTC Canada Weysub and the Trustee shall have been advised by counsel acceptable to SMTC Weyerhaeuser or SMTC Canada 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 SMTC Weyerhaeuser or SMTC Canada 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 SMTC Weyerhaeuser and SMTC Canada Weysub shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).

Indemnification of the Trustee. SMTC Patch and SMTC Canada Exchangeco 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC Patch or SMTC Canada Exchangeco pursuant hereto. In no case shall SMTC or SMTC Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC and SMTC 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, SMTC Patch and SMTC Canada Exchangeco shall be entitled to participate at their own expense in the defence and, if SMTC Patch and SMTC Canada 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 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 SMTC Patch or SMTC Canada, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC Patch or SMTC Canada Exchangeco, and the Trustee shall have been advised by counsel acceptable to SMTC Patch or SMTC Canada 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 SMTC Patch or SMTC Canada 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 SMTC Exchangeco and SMTC Canada 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)) . Neither Patch nor Exchangeco shall be liable for any settlement of a matter in respect of which an Indemnified Party may seek indemnification under this section 9.1, unless Patch and Exchangeco have consented in writing to such settlement.

Indemnification of the Trustee. SMTC Acquiror and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Acquiror or SMTC Canada ExchangeCo pursuant hereto. In no case shall SMTC Acquiror or SMTC Canada ExchangeCo be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Acquiror and SMTC Canada 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, SMTC Acquiror and SMTC Canada ExchangeCo shall be entitled to participate at their own expense in the defence defense and, if SMTC Acquiror and SMTC Canada ExchangeCo so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Acquiror or SMTC Canada, such authorization not to be unreasonably withheldExchangeCo; or (ii) the named parties to any such suit include both the Trustee and SMTC Acquiror or SMTC Canada ExchangeCo and the Trustee shall have been advised by counsel acceptable to SMTC Acquiror or SMTC Canada 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 SMTC Acquiror or SMTC Canada 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 SMTC Acquiror and SMTC Canada 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. SMTC (1) Coeur and SMTC Canada Acquisitionco 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 (to be confirmed in writing) delivered to the Trustee by SMTC Coeur or SMTC Canada Acquisitionco pursuant hereto. . (2) In no case shall SMTC Coeur or SMTC Canada Acquisitionco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Coeur and SMTC Canada Acquisitionco 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, SMTC Coeur and SMTC Canada Acquisitionco shall be entitled to participate at their own expense in the defence and, if SMTC Coeur and SMTC Canada Acquisitionco 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 SMTC Coeur or SMTC Canada, such authorization not to be unreasonably withheldAcquisitionco; or (ii) the named parties to any such suit include both the Trustee and SMTC Coeur or SMTC Canada Acquisitionco and the Trustee shall have been advised by counsel acceptable to SMTC Coeur or SMTC Canada Acquisitionco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to SMTC Coeur or SMTC Canada Acquisitionco and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case SMTC Coeur and SMTC Canada Acquisitionco 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). The indemnities contained in this Article 9 shall survive the termination of the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. SMTC The Parent, Swissco and SMTC Canada 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 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 trust agreement, or any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC the Parent, Swissco or SMTC Canada the Corporation pursuant hereto. In no case shall SMTC the Parent, Swissco or SMTC Canada the Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC the Parent, Swissco and SMTC Canada 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, SMTC the Parent, Swissco and SMTC Canada the Corporation shall be entitled to participate at their own expense in the defence and, if SMTC and SMTC Canada 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 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 SMTC the Parent, Swissco or SMTC Canada, such authorization not to be unreasonably withheldthe Corporation; or (ii) the named parties to any such suit include both the Trustee and SMTC the Parent, Swissco or SMTC Canada the Corporation and the Trustee shall have been advised by counsel acceptable to SMTC the Parent or SMTC Canada 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 SMTC the Parent or SMTC Canada 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 SMTC the Parent, Swissco and SMTC Canada 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).

Indemnification of the Trustee. SMTC (1) AMVESCAP and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC AMVESCAP or SMTC Canada Exchangeco pursuant hereto. . (2) In no case shall SMTC AMVESCAP or SMTC Canada Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC AMVESCAP and SMTC Canada 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, SMTC AMVESCAP and SMTC Canada Exchangeco shall be entitled to participate at their own expense in the defence and, if SMTC AMVESCAP and SMTC Canada Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC AMVESCAP or SMTC Canada, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC AMVESCAP or SMTC Canada Exchangeco and the Trustee shall have been advised by counsel acceptable to SMTC AMVESCAP or SMTC Canada 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 SMTC AMVESCAP or SMTC Canada 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 SMTC AMVESCAP and SMTC Canada Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. SMTC Spectra Energy and SMTC Canada 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 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 agreementAgreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Spectra Energy or SMTC Canada Exchangeco pursuant hereto. In no case shall SMTC Spectra Energy or SMTC Canada Exchangeco be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Spectra Energy and SMTC Canada 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, SMTC Spectra Energy and SMTC Canada Exchangeco shall be entitled to participate at their own expense in the defence defense and, if SMTC Spectra Energy and SMTC Canada Exchangeco so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Spectra Energy or SMTC Canada, such authorization not to be unreasonably withheldExchangeco; or (ii) the named parties to any such suit include both the Trustee and SMTC Spectra Energy or SMTC Canada Exchangeco and the Trustee shall have been advised by counsel acceptable to SMTC Spectra Energy or SMTC Canada 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 SMTC Spectra Energy or SMTC Canada 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 SMTC Spectra Energy and SMTC Canada 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. SMTC Parent, Subco and SMTC Canada the Company jointly and severally agree to indemnify indemnity and hold harmless the Trustee and each of its directors, officers, employees officers 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 (to be confirmed in writing) instructions delivered to the Trustee by SMTC Parent, Subco or SMTC Canada the Company pursuant hereto. In no case shall SMTC Parent, Subco or SMTC Canada the Company be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Parent, Subco and SMTC Canada the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, SMTC Parent, Subco and SMTC Canada the Company shall be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada Parent, Subco or the Company so elect at any time after receipt of such notice, either any of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Parent, Subco or SMTC Canada, such authorization not to be unreasonably withheldthe Company; or (ii) the named parties to any such suit include both the Trustee and SMTC Parent, Subco or SMTC Canada the Company and the Trustee shall have been advised by counsel acceptable to SMTC Parent, Subco or SMTC Canada 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 SMTC Parent, Subco or SMTC Canada the Company and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case SMTC Parent, Subco and SMTC Canada 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).

Indemnification of the Trustee. SMTC EduTrek and SMTC Canada 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 (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 (to be confirmed in writing) instructions delivered to the Trustee by SMTC EduTrek or SMTC Canada ITI pursuant hereto. In no case shall SMTC EduTrek or SMTC Canada ITI be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC EduTrek and SMTC Canada 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, SMTC EduTrek and SMTC Canada ITI shall be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada EduTrek or ITI so elect at any time after receipt of such notice, either of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC EduTrek or SMTC CanadaITI, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC EduTrek or SMTC Canada ITI and the Trustee shall have been advised by counsel acceptable to SMTC EduTrek or SMTC Canada 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 SMTC EduTrek or SMTC Canada 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 SMTC EduTrek and SMTC Canada ITI shall not have the right to assume the defence defense of such suit on behalf of the Trustee Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).

Indemnification of the Trustee. SMTC TSA and SMTC Canada jointly and severally agree to TSA Exchangeco shall 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) 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 agreementAgreement, or its compliance with, any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC TSA or SMTC Canada its Affiliates pursuant hereto. In no case shall SMTC or SMTC Canada TSA and its Affiliates be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC TSA and SMTC Canada 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, SMTC TSA and SMTC Canada TSA Exchangeco shall be entitled to participate at their own expense in the defence defense and, if SMTC TSA and SMTC Canada 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 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 SMTC or SMTC CanadaTSA and TSA Exchangeco, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC TSA or SMTC Canada TSA Exchangeco or other TSA Affiliates and the Trustee shall have been advised by counsel acceptable to SMTC or SMTC Canada 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 SMTC TSA or SMTC Canada 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 SMTC TSA and SMTC Canada 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).

Indemnification of the Trustee. SMTC Source and SMTC Canada 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 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 trust agreement, or any written or oral instruction (to be confirmed in writing) instructions delivered to the Trustee by SMTC Source or SMTC Canada Cableshare pursuant hereto. In no case shall SMTC Source or SMTC Canada Cableshare be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Source and SMTC Canada 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, SMTC Source and SMTC Canada Cableshare shall be entitled to participate at their own expense in the defence and, if SMTC and SMTC Canada 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 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 SMTC Source or SMTC Canada, such authorization not to be unreasonably withheldCableshare; or (ii) the named parties to any such suit include both the Trustee and SMTC Source or SMTC Canada Cableshare and the Trustee shall have been advised by counsel acceptable to SMTC Source or SMTC Canada 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 SMTC Source or SMTC Canada 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 SMTC Source and SMTC Canada 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).

Indemnification of the Trustee. SMTC PASW and SMTC Canada 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 ’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 (to be confirmed in writing) instructions delivered to the Trustee by SMTC PASW or SMTC Canada Corporation pursuant hereto. In no case shall SMTC PASW or SMTC Canada Corporation be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC PASW and SMTC Canada 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, SMTC PASW and SMTC Canada Corporation shall be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada 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 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 SMTC PASW or SMTC CanadaCorporation, such authorization not to be unreasonably withheld; , or (iib) the named parties to any such suit include both the Trustee and SMTC PASW or SMTC Canada Corporation and the Trustee shall have been advised by counsel acceptable to SMTC PASW or SMTC Canada 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 SMTC PASW or SMTC Canada 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 SMTC PASW and SMTC Canada Corporation shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).

Indemnification of the Trustee. SMTC Infospace and SMTC 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 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 trust agreement, or any written or oral instruction (to be confirmed in writing) delivered to the Trustee by SMTC Infospace or SMTC Infospace Canada pursuant hereto. In no case shall SMTC Infospace or SMTC Infospace Canada be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC Infospace and SMTC 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, SMTC Infospace and SMTC Infospace Canada shall be entitled to participate at their own expense in the defence and, if SMTC Infospace and SMTC 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 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 SMTC Infospace or SMTC Infospace Canada, such authorization not to be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and SMTC Infospace or SMTC Canada Infospace Canada, acting reasonably, and the Trustee shall have been advised by counsel acceptable to SMTC Infospace or SMTC 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 SMTC Infospace or SMTC 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 SMTC Infospace and SMTC 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).

Indemnification of the Trustee. SMTC Parent, Subco and SMTC Canada the Company jointly and severally agree to indemnify indemnity and hold harmless the Trustee and each of its directors, officers, employees officers 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 (to be confirmed in writing) instructions delivered to the Trustee by SMTC Parent, Subco or SMTC Canada the Company pursuant hereto. In no case shall SMTC Parent, Subco or SMTC Canada the Company be liable under this indemnity for any claim against any of the Indemnified Parties unless SMTC until Parent, Subco and SMTC Canada the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii) below, SMTC Parent, Subco and SMTC Canada the Company shall be entitled to participate at their own expense in the defence defense and, if SMTC and SMTC Canada Parent, Subco or the Company so elect at any time after receipt of such notice, either any of them may assume the defence defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof defense thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by SMTC Parent, Subco or SMTC Canada, such authorization not to be unreasonably withheldthe Company; or (ii) the named parties to any such suit include both the Trustee and SMTC Parent, Subco or SMTC Canada the Company and the Trustee shall have been advised by counsel acceptable to SMTC Parent, Subco or SMTC Canada 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 SMTC Parent, Subco or SMTC Canada the Company and that, in the judgment judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case SMTC Parent, Subco and SMTC Canada 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 shall survive the removal of the Trustee.