Common use of Indemnification of the Trustee Clause in Contracts

Indemnification of the Trustee. The Company agrees to indemnify and hold harmless the Trustee from and against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without gross negligence, wilful misconduct or bad faith on the part of the Trustee, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 instructions delivered to the Trustee by the Company pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against the Trustee unless the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Trustee, promptly after the Trustee 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. The Company shall be entitled to participate at its own expense in the defence of the assertion or claim. The Company may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof and the fees and expenses of such counsel shall be subject to Section 4.1 herein in the event that the named parties to any such suit include both the Trustee and the Company and the Trustee shall have been advised by counsel that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Company (in which case the Company shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).

Indemnification of the Trustee. The Company agrees to indemnify and hold harmless the Trustee from and against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without gross negligence, wilful misconduct or bad faith on the part of the Trustee, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 instructions delivered to the Trustee by the Company pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against the Trustee unless the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Trustee, promptly after the Trustee 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. The Company shall be entitled to participate at its own expense in the defence of the assertion or claim. The Company may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof and the fees and expenses of such counsel shall be subject to Section 4.1 herein in the event that the named parties to any such suit include both the Trustee and the Company and the Trustee shall have been advised by counsel that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Company (in which case the Company shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee)herein.

Indemnification of the Trustee. The Company agrees to indemnify and hold harmless the Trustee Trustee, and its affiliates, their successors, assigns, and each of their directors, officers, employees and agents, from and against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without gross negligence, wilful misconduct or bad faith on the part of the Trustee, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 instructions delivered to the Trustee by the Company pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against the Trustee unless the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Trustee, promptly after the Trustee 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. The Company shall be entitled to participate at its own expense in the defence of the assertion or claim. The Company may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof and the fees and expenses of such counsel shall be subject to Section 4.1 herein in the event that the named parties to any such suit include both the Trustee and the Company and the Trustee shall have been advised by counsel that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Company (in which case the Company shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee)4.1.

Indemnification of the Trustee. ‌ The Company agrees to indemnify and hold harmless the Trustee from and against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without gross negligence, wilful misconduct or bad faith on the part of the Trustee, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 instructions delivered to the Trustee by the Company pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against the Trustee unless the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Trustee, promptly after the Trustee 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. The Company shall be entitled to participate at its own expense in the defence of the assertion or claim. The Company may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof and the fees and expenses of such counsel shall be subject to Section 4.1 herein in the event that the named parties to any such suit include both the Trustee and the Company and the Trustee shall have been advised by counsel that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Company (in which case the Company shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee)herein.

Indemnification of the Trustee. The Company agrees to indemnify and hold harmless the Trustee from and against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without gross negligence, wilful misconduct or bad faith on the part of the Trustee, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 instructions delivered to the Trustee by the Company pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against the Trustee unless the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Trustee, promptly after the Trustee 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. The Company shall be entitled to participate at its own expense in the defence of the assertion or claim. The Company may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof and thereof, but the fees and expenses of such counsel shall be subject to Section 4.1 herein in at the event that the named parties to any such suit include both the Trustee and the Company and the Trustee shall have been advised by counsel that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Company (in which case the Company shall not have the right to assume the defence of such suit on behalf expense of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).unless:

Indemnification of the Trustee. The Parent and Company agrees jointly and severally agree to indemnify and hold harmless the Trustee from and each of its directors, officers and agents appointed and acting in accordance with this Agreement (collectively, the "INDEMNIFIED PARTIES") against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, gross negligence, wilful misconduct or bad faith on the part of the Trusteesuch Indemnified Party, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 Agreement, or any written or oral instructions instruction delivered to the Trustee by the Parent or Company pursuant hereto. In no case shall the Parent or Company be liable under this indemnity for any claim against any of the Trustee Indemnified Parties unless the Parent and Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the TrusteeIndemnified Parties, promptly after any of the Trustee Indemnified Parties shall have received any such written assertion of a claim, claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. The Subject to (ii) below, Parent and Company shall be entitled to participate at its their own expense in the defence of the assertion or claim. The and, if Parent and Company may so elect at any time after receipt of such notice to 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 and thereof, but the fees and expenses of such counsel shall be subject to Section 4.1 herein in at the event that expense of the Trustee unless: (i) the employment of such counsel has been authorized by Parent or Company; or (ii) the named parties to any such suit include both the Trustee and the Parent or Company and the Trustee shall have been advised by counsel acceptable to Parent or Company that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Parent or Company and that, in the Company judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case the Parent and Company shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification of the Trustee. The Company agrees to indemnify and hold harmless the Trustee from and against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without gross negligence, wilful misconduct or bad faith on the part of the Trustee, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 instructions delivered to the Trustee by the Company pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against the Trustee unless the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Trustee, promptly after the Trustee 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. The Company shall be entitled to participate at its own expense in the defence of the assertion or claim. The Subject to Section 5.1(b), the Company may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel Counsel in any such suit and participate in the defence thereof and thereof, but the fees and expenses of such counsel Counsel shall be subject to Section 4.1 herein in at the event that the named parties to any such suit include both the Trustee and the Company and the Trustee shall have been advised by counsel that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Company (in which case the Company shall not have the right to assume the defence of such suit on behalf expense of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).unless:

Indemnification of the Trustee. The Company Manager agrees to indemnify and hold harmless the Trustee from and against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without gross negligence, wilful misconduct or bad faith on the part of the Trustee, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 instructions delivered to the Trustee by the Company Manager pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against the Trustee unless the Company shall The Manager will be notified by the Trustee Trustee, to the extent permitted by law, of the written assertion of a claim or of any action commenced against the Trustee, promptly after the Trustee 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. Failure by the Trustee to so notify the Manager shall not relieve the Manager of its obligations hereunder. The Company shall Manager will be entitled to participate at its own expense in the defence of the assertion or claim. The Company Manager may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any such claim. The Trustee shall will have the right to employ and select separate counsel in any such suit and participate in the defence thereof and the fees and expenses of such counsel shall will be subject to Section 4.1 herein section 3.7 above in the event that the named parties to any such suit include both the Trustee and the Company Manager and the Trustee shall will have been advised by counsel that there is a conflict of interest between the Manager and the Trustee in connection with such defence as determined by the Trustee, on the advice of its counsel or may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Company Manager (in which case the Company shall Manager will not have the right to assume the defence of such suit on behalf of the Trustee but shall will be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of the Trust and the resignation or removal of the Trustee.

Indemnification of the Trustee. The Company agrees to shall indemnify and hold harmless the Trustee from 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, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without gross fraud, negligence, wilful recklessness, willful misconduct or bad faith on the part of the Trusteesuch Indemnified Party, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 Agreement, or any written or oral instructions delivered to the Trustee by Amdocs or the Company pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against any of the Trustee Indemnified Parties unless the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the TrusteeIndemnified Parties, promptly after any of the Trustee Indemnified Parties shall have received any such written assertion of a claim, claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. The Subject to (ii), below, the Company shall be entitled to participate at its own expense in the defence of defense and, if the assertion or claim. The Company may elect so elects at any time after receipt of such notice to notice, 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 defense thereof and but the fees and expenses of such counsel shall be subject at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by the Company, such authorization not to Section 4.1 herein in the event that be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and Amdocs or the Company and the Trustee shall have been advised by counsel acceptable to 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 28 29 available to Amdocs or the Company and that an actual or potential conflict of interest exists (in which case the Company 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. The Company agrees to indemnify and hold harmless the Trustee from and against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without gross negligence, wilful misconduct or bad faith on the part of the Trustee, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 instructions delivered to the Trustee by the Company pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against the Trustee unless the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Trustee, promptly after the Trustee 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. The Company shall be entitled to participate at its own expense in the defence of the assertion or claim. The Company may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof and the fees and expenses of such counsel shall be subject to Section 4.1 herein in the event that the named parties to any such suit include both the Trustee and the Company and the Trustee shall have been advised by counsel that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Company (in which case the Company shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee)herein.

Indemnification of the Trustee. The Company agrees to indemnify and hold harmless the Trustee from and against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without gross negligence, wilful misconduct or bad faith on the part of the Trustee, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 instructions delivered to the Trustee by the Company pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against the Trustee unless the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Trustee, promptly after the Trustee 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. The Company shall be entitled to participate at its own expense in the defence of the assertion or claim. The Subject to subsection 5.1(b), the Company may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof and thereof, but the fees and expenses of such counsel shall be subject to Section 4.1 herein in at the event that the named parties to any such suit include both the Trustee and the Company and the Trustee shall have been advised by counsel that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Company (in which case the Company shall not have the right to assume the defence of such suit on behalf expense of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).unless:

Indemnification of the Trustee. The Company agrees Sonic and the Corporation jointly and ------------------------------ severally agree to indemnify and hold harmless the Trustee from 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, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, gross negligence, wilful willful misconduct or bad faith on the part of the Trusteesuch Indemnified Party, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 Agreement, or any written or oral instructions delivered to the Trustee by Sonic or the Company Corporation pursuant hereto. In no case shall Sonic or the Company Corporation be liable under this indemnity for any claim against any of the Trustee Indemnified Parties unless Sonic and the Company Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the TrusteeIndemnified Parties, promptly after any of the Trustee Indemnified Parties shall have received any such written assertion of a claim, 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. The Company Subject to (ii), below, Sonic and the Corporation shall be entitled to participate at its their own expense in the defence of defense and, if Sonic or the assertion or claim. The Company may Corporation so elect at any time after receipt of such notice to 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 and but the fees and expenses of such counsel shall be subject to Section 4.1 herein in at the event that expense of the Trustee unless: (i) the employment of such counsel has been authorized by Sonic or the Corporation or (ii) the named parties to any such suit include both the Trustee and Sonic or the Company Corporation and the Trustee shall have been advised by counsel acceptable to Sonic or 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 Sonic or the Company Corporation and that an actual or potential conflict of interest exists (in which case Sonic and the Company 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. The Company agrees to indemnify and hold harmless Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking proceedings to enforce payment unless first indemnified and/or secured and/or pre-funded to its satisfaction and against all claimsfor the Trustee to be paid or reimbursed for any liabilities incurred by it in priority to the claims of Bondholders. The Trustee is entitled to enter into business transactions with the Issuer, losses, damages, costs, penalties, fines the LC Bank and/or any entity related to the Issuer or the LC Bank without accounting for any profit. The Trustee and reasonable expenses (including reasonable expenses the Agents shall have no obligation to monitor compliance with the provisions of the Trustee’s legal counsel) whichTrust Deed, without gross negligencethe Agency Agreement or these Conditions, wilful misconduct or bad faith on to ascertain whether an Event of Default or a Potential Event of Default or a Relevant Event has occurred, and shall not be liable to the part Bondholders or any other person for not doing so. Whenever the Trustee is required or entitled by the terms of the TrusteeTrust Deed, the Agency Agreement, the Standby Letter of Credit or these Conditions to exercise any discretion or power, take or refrain from any action, make any decision or give any direction other than in the case of the making of a drawing under the Standby Letter of Credit, the Trustee is entitled, prior to its officersexercising any such discretion or power, directors taking or refraining from any such action, making any such decision, or giving any such direction, to seek directions from the Bondholders by way of an Extraordinary Resolution, and employees may the Trustee shall not be paid, responsible for any loss or liability incurred or suffered by the Trustee by reason of Issuer, the Bondholders or any other person as a result of any delay in it exercising such discretion or power, taking or refraining from such action, making such decision, or giving such direction where the Trustee is seeking such directions from Bondholders or in the event that no such directions are received by the Trustee’s acceptance or administration . None of the TrustTrustee or the Agents shall be liable to any Bondholder, its compliance with its duties set forth in this Agreement the Issuer or any written or oral instructions delivered to the Trustee by the Company pursuant hereto. In no case shall the Company be liable under this indemnity other person for any claim against the Trustee unless the Company shall be notified action taken by the Trustee or such Agent in accordance with the instructions of the written assertion of a claim Bondholders or of any action commenced against the TrusteeIssuer, promptly after the Trustee 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 claimrespectively. The Company Trustee shall be entitled to participate rely on any direction, request or resolution of Bondholders given by Bondholders holding the requisite principal amount of Bonds outstanding or passed at its own expense a meeting of Bondholders convened and held in accordance with the Trust Deed as further provided in the defence of the assertion or claim. The Company may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any such claimTrust Deed. The Trustee shall have and the right Agents may rely without liability to employ separate counsel Bondholders or the Issuer on any report, confirmation or certificate or any opinion or advice of any legal adviser, accountant, financial adviser, financial institution or any other expert, whether or not obtained by or addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee, any Agent or any other person or in any such suit and participate in the defence thereof and the fees and expenses of such counsel shall be subject other manner) by reference to Section 4.1 herein in the event that the named parties to any such suit include both the a monetary cap, methodology or otherwise. The Trustee and the Company Agents may accept and shall be entitled to rely on any such report, confirmation, certificate, opinion or advice and, in such event, such report, confirmation, certificate, opinion or advice shall be binding on the Issuer and the Trustee shall have been advised by counsel that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Company (in which case the Company shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee)Bondholders.

Indemnification of the Trustee. The Company agrees IBM and the Corporation jointly and severally agree to indemnify and hold harmless the Trustee from 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, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without gross fraud, negligence, wilful misconduct or bad faith on the part of the Trusteesuch Indemnified Party, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 trust agreement, or any written or oral instructions delivered to the Trustee by IBM or the Company Corporation pursuant hereto. In no case shall IBM or the Company Corporation be liable under this indemnity for any claim against any of the Trustee 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 IBM and the Company Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the TrusteeIndemnified Parties, promptly after any of the Trustee Indemnified Parties shall have received any such written assertion of a claim, claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. The Company Subject to (ii), below, IBM and the Corporation shall be entitled to participate at its their own expense in the defence of defense and, if IBM or the assertion or claim. The Company may Corporation so elect at any time after receipt of such notice to notice, 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 and but the fees and expenses of such counsel shall be subject at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by IBM or the Corporation, such authorization not to Section 4.1 herein in the event that be unreasonably withheld; or (ii) the named parties to any such suit include both the Trustee and IBM or the Company Corporation and the Trustee shall have been advised by counsel acceptable to IBM or 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 IBM or the Company Corporation and that an actual or potential conflict of interest exists (in which case IBM and the Company Corporation shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of one counsel for the Trustee). Such indemnification shall survive the resignation or removal of the Trustee and the termination of this trust agreement.

Indemnification of the Trustee. The Company agrees to indemnify Bond Trust Deed and hold harmless the Deed of Charge contain provisions governing the responsibility (and relief from responsibility) of the Trustee and for its indemnification in certain circumstances, including provisions relieving it from taking enforcement proceedings unless indemnified and/or secured to its satisfaction and against all claimsfor its relief from responsibility for the validity, losses, damages, costs, penalties, fines sufficiency and reasonable expenses enforceability (including reasonable expenses which the Trustee has not investigated) of the Trustee’s legal counsel) which, without gross negligence, wilful misconduct or bad faith on Security created over the part charged property. The Bond Trust Deed and the Deed of the Trustee, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 instructions delivered to the Trustee by the Company pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against the Trustee unless the Company shall be notified by Charge also relieve the Trustee of liability for, among other things, not having made or not having caused to be made on its behalf the written assertion searches, registrations, investigations and enquiries which a prudent chargee would normally have been likely to make in entering into the Deed of a claim or of Charge. To the extent that the Trustee is instructed to take any action commenced against pursuant to an Extraordinary Resolution of Bondholders, and any such action requires the Trusteedetermination of whether an event or occurrence has had a Material Adverse Effect, promptly after the Trustee shall have received any such written assertion of a claim, no duty to enquire or shall have been served with a summons or other first legal process giving information satisfy itself as to the nature and basis existence of the claim. The Company an event or occurrence having a Material Adverse Effect, shall be entitled to participate at its own expense in the defence rely conclusively upon such Extraordinary Resolution of the assertion or claim. The Company may elect at any time after receipt of such notice to assume Bondholders regarding the defence same and shall bear no liability of any suit brought nature whatsoever to enforce any person for acting upon such claimExtraordinary Resolution of the Bondholders. The Trustee shall have and any affiliate are entitled to enter into business transactions with the right Issuer and each other party to employ separate counsel in the Transaction Documents or any such suit and participate in of their subsidiaries, holding or associated companies without accounting to the defence thereof and Bondholders for profit resulting therefrom. The Trustee will not be obliged to supervise the fees and expenses performance by the Issuer, the Servicer, Toshiba or any other person of such counsel shall be subject to Section 4.1 herein in their obligations under the event that the named parties to any such suit include both the Trustee and the Company Transaction Documents and the Trustee shall have been advised by counsel that there may be one or more legal defences available will assume, until it has actual knowledge to the Trustee contrary, that all such persons are different from or in addition to those available to the Company (in which case the Company shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee)properly performing their duties.

Indemnification of the Trustee. The Company agrees Applied and the Corporation jointly and severally agree to indemnify and hold harmless the Trustee from 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, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without fraud, gross negligence, wilful willful misconduct or bad faith on the part of the Trusteesuch Indemnified Party, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 Agreement, or any written or oral instructions delivered to the Trustee by Applied or the Company Corporation pursuant hereto. In no case shall Applied or the Company Corporation be liable under this indemnity for any claim against any of the Trustee Indemnified Parties unless Applied and the Company Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the TrusteeIndemnified Parties, promptly after any of the Trustee Indemnified Parties shall have received any such written assertion of a claim, claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. The Company Subject to (ii), below, Applied and the Corporation shall be entitled to participate at its their own expense in the defence of defense and, if Applied or the assertion or claim. The Company may Corporation so elect at any time after receipt of such notice to 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 and but the fees and expenses of such counsel shall be subject to Section 4.1 herein in at the event that expense of the Trustee unless: (i) the employment of such counsel has been authorized by Applied or the Corporation or (ii) the named parties to any such suit include both the Trustee and Applied or the Company Corporation and the Trustee shall have been advised by counsel acceptable to Applied or 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 Applied or the Company Corporation and that an actual or potential conflict of interest exists (in which case Applied and the Company Corporation shall not have the right to assume the defence defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee)Trustee),or (iii) Applied and/or the Corporation shall not have retained legal counsel on behalf of the Trustee within a reasonable time after it has given them notice of a written assertion of a claim or action against any Indemnified Party.

Indemnification of the Trustee. The Company agrees to indemnify and hold harmless the Trustee from and against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without gross negligence, wilful misconduct or bad faith on the part of the Trustee, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 instructions delivered to the Trustee by the Company pursuant hereto. In no case shall the Company be liable under this indemnity for any claim against the Trustee unless the Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Trustee, promptly after the Trustee 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. The Company shall be entitled to participate at its own expense in the defence of the assertion or claim. The Subject to subsection 5.1(b), the Company may elect at any time after receipt of such notice to assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof and thereof, but the fees and expenses of such counsel shall be subject to Section 4.1 herein in at the event that the named parties to any such suit include both the Trustee and the Company and the Trustee shall have been advised by counsel that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Company (in which case the Company shall not have the right to assume the defence of such suit on behalf expense of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).unless:

Indemnification of the Trustee. The Company Manager agrees to indemnify and hold harmless the Trustee from and against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s legal counsel) which, without gross negligence, wilful misconduct or bad faith on the part of the Trustee, its officers, directors and employees may be paid, incurred or suffered by the Trustee 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 instructions delivered to the Trustee by the Company Manager pursuant hereto. In no case shall will the Company Manager be liable under this indemnity for any claim against the Trustee unless the Company shall Manager will be notified by the Trustee of the written assertion of a claim or of any action commenced against the Trustee, promptly after the Trustee 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. The Company shall Manager will be entitled to participate at its own expense in the defence of the assertion or claim. The Company Manager may elect at any time after receipt of such notice to 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 and the fees and expenses of such counsel shall will be subject to Section 4.1 herein section 3.7 above in the event that the named parties to any such suit include both the Trustee and the Company Manager and the Trustee shall will have been advised by counsel that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Company Manager (in which case the Company shall Manager 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).

Indemnification of the Trustee. The Parent and Company agrees jointly and severally agree to indemnify and hold harmless the Trustee from 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, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee’s 's legal counsel) which, without gross fraud, negligence, wilful misconduct or bad faith on the part of the Trusteesuch Indemnified Party, its officers, directors and employees may be paid, incurred or suffered by the Trustee Indemnified Party by reason of or as a result of the Trustee’s 's acceptance or administration of the Trust, its compliance or intended compliance with its duties set forth in this Agreement Agreement, or any written or oral instructions delivered to the Trustee by the Parent or Company pursuant hereto. In no case shall the Parent or Company be liable under this indemnity for any claim against any of the Trustee Indemnified Parties unless the Parent and Company shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the TrusteeIndemnified Parties, promptly after any of the Trustee Indemnified Parties shall have received any such written assertion of a claim, claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. The Subject to clauses (ii) and (iii) below, Parent and Company shall be entitled to participate at its their own expense in the defence of the assertion and, if Parent or claim. The Company may so elect at any time after receipt of such notice to 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 and but the fees and expenses of such counsel shall be subject to Section 4.1 herein in at the event that expense of the Trustee unless: (i) the employment of such counsel has been authorized by Parent or Company; (ii) the named parties to any such suit include both the Trustee and the Parent or Company and the Trustee shall have been advised by counsel acceptable to Parent or Company 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 the Parent or Company; or (iii) neither Parent nor Company are named as parties to any such suit (in which case the (i.e. (ii) or (iii)) Parent and Company shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). The indemnities contained in this Section 8.1 shall survive the resignation or removal of the Trustee and the termination of the trusts hereby created.