Common use of Costs, Expenses and Indemnity Clause in Contracts

Costs, Expenses and Indemnity. (1) The Borrower shall, whether or not the transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Administrative Agent and each of their respective officers, directors, employees and agents (each an “Indemnified Person”) harmless from, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) any amounts required to compensate the Indemnified Person for, any cost, expense, claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) any of the Credit Documents or any action taken or omitted by any Indemnified Person under or in relation to any of the Credit Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Party; (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Documents and any related amendment, waiver or consent, (iii) the exercise of the rights, powers and/or duties of the Administrative Agent and/or the Lenders with respect to the administration of the Credit Facility, the Credit Documents or any transaction contemplated under the Credit Documents, (iv) a default (whether or not constituting a Default or an Event of Default) by the Borrower, (v) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of its exercising or performing, or causing the exercise or performance of, any right, power or duty under any of the Credit Documents or otherwise in connection with its interest in any Security, whether or not such proceedings are directly related to the enforcement of any Credit Document, except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Person; and (vi) the presence of any Contaminants at, on or under, or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or any of the properties now or previously used by the Credit Parties, or the breach by or non- compliance with any Environmental Law by any mortgagor, owner or lessee of such properties. (2) If, with respect to any Finance Party, (i) any change in any law, rule, regulation, judgment or order of general application, or any change in the interpretation or application of such law, rule, regulation, judgment or order, occurring or becoming effective after this date, or (ii) compliance by such Finance Party with any direction, request or requirement (whether or not having the force of law) of any Governmental Entity made or becoming effective after the date, has the effect of causing any loss to such Finance Party or reducing such Finance Party’s rate of return by (w) increasing the cost to such Finance Party of performing its obligations under this Agreement or in respect of any Outstandings (including the costs of maintaining any capital, reserve or special deposit requirements but other than a reduction resulting from a higher rate or from a change in the calculation of income or capital tax relating to such Finance Party’s income or capital in general), (x) requiring such Finance Party to maintain or allocate any capital or additional capital or affecting its allocation of capital in respect of its obligations under this Agreement or in respect of any Outstandings, (y) reducing any amount payable to such Finance Party under this Agreement or in respect of any Outstandings, (z) causing such Finance Party to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by such Finance Party under this Agreement or in respect of any Outstanding, then such Finance Party may give notice to the Borrower specifying the nature of the event giving rise to the loss and the Borrower may either, (i) on demand, pay such amounts as such Finance Party specifies is necessary to compensate it for any such loss or (ii) if such Finance Party is a Lender and provided no loss has yet been suffered by such Finance Party or the Borrower has paid the compensating amount to such Finance Party, repay the Outstandings and terminate such Lender’s Commitments. A certificate as to the amount of any such loss submitted in good faith by such Finance Party to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (3) The Borrower shall pay to each Finance Party on demand any amounts required to compensate such Finance Party for any loss suffered or incurred by it as a result of the failure of the Borrower to effect an Advance in the manner and at the time specified in any Borrowing Notice, or the failure of the Borrower to make a payment or a mandatory repayment in the manner and at the time specified in this Agreement. A certificate as to the amount of any loss submitted in good faith by a Finance Party to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (4) The provisions of this Section 9.5 shall survive the termination of this Agreement and the repayment of all Outstandings. The Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of any Finance Party or any other Indemnified Person in respect of such Person’s losses for the legal fees and expenses shall in any way affect the confidentiality or privilege relating to any information communicated by such Person to its counsel.

Costs, Expenses and Indemnity. (1) The Borrower shall, whether or not the transactions transaction contemplated in by this Agreement are is completed, indemnify and hold each of the Lenders Lender and the Administrative Agent and each of their respective its officers, directors, employees and agents (each an “Indemnified Person”) harmless from, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) on demand any amounts required to compensate the Indemnified Person for, any cost, expense, claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) any of the Credit Documents or any action taken or omitted by any Indemnified Person under or in relation to any of the Credit Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Party; (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Loan Documents and any related amendment, waiver or consent, (iii) the exercise of the rights, powers and/or duties of the Administrative Agent and/or the Lenders with respect to the administration of the Credit Facility, the Credit Documents or any transaction contemplated under the Credit Documents, (ivii) a default Default (whether or not constituting a Default or an Event of Default) by the Borrower), and (viii) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of to any of the Credit Loan Documents, or by reason of its exercising or performing, or causing the exercise or performance of, any right, power or duty obligation under any of the Credit Documents or otherwise in connection with its interest in any SecurityLoan Documents, whether or not such proceedings are directly related to the enforcement of any Credit Loan Document, except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Person; and (vi) the presence of any Contaminants at, on or under, or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or any of the properties now or previously used by the Credit Parties, or the breach by or non- compliance with any Environmental Law by any mortgagor, owner or lessee of such properties. (2) If, with respect to any Finance Party, (i) any change in any law, rule, regulation, judgment or order of general application, or any change in the interpretation or application of such law, rule, regulation, judgment or order, occurring or becoming effective after this date, or (ii) compliance by such Finance Party with any direction, request or requirement (whether or not having the force of law) of any Governmental Entity made or becoming effective after the date, has the effect of causing any loss to such Finance Party or reducing such Finance Party’s rate of return by (w) increasing the cost to such Finance Party of performing its obligations under this Agreement or in respect of any Outstandings (including the costs of maintaining any capital, reserve or special deposit requirements but other than a reduction resulting from a higher rate or from a change in the calculation of income or capital tax relating to such Finance Party’s income or capital in general), (x) requiring such Finance Party to maintain or allocate any capital or additional capital or affecting its allocation of capital in respect of its obligations under this Agreement or in respect of any Outstandings, (y) reducing any amount payable to such Finance Party under this Agreement or in respect of any Outstandings, (z) causing such Finance Party to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by such Finance Party under this Agreement or in respect of any Outstanding, then such Finance Party may give notice to the Borrower specifying the nature of the event giving rise to the loss and the Borrower may either, (i) on demand, pay such amounts as such Finance Party specifies is necessary to compensate it for any such loss or (ii) if such Finance Party is a Lender and provided no loss has yet been suffered by such Finance Party or the Borrower has paid the compensating amount to such Finance Party, repay the Outstandings and terminate such Lender’s Commitments. A certificate as to the amount of any such loss submitted in good faith by such Finance Party to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (3) The Borrower shall pay to each Finance Party the Lender all reasonable costs and expenses (including all legal fees and disbursements on demand any amounts required to compensate such Finance Party for any loss suffered or a solicitor and own client basis) incurred by it as a result of the failure of the Borrower to effect an Advance Lender in the manner and at the time specified in any Borrowing Notice, or the failure of the Borrower to make a payment or a mandatory repayment in the manner and at the time specified in this Agreement. A certificate as to the amount of any loss submitted in good faith by a Finance Party to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (4) The provisions of this Section 9.5 shall survive the termination of connection with this Agreement and the repayment of all Outstandings. The other Loan Documents; provided that the aggregate amount payable by the Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of any Finance Party or any other Indemnified Person in respect of such Person’s losses for the legal fees and expenses Lender, pursuant to this Section 7.4(2), shall in any way affect the confidentiality or privilege relating to any information communicated by such Person to its counselnot exceed $15,000.

Costs, Expenses and Indemnity. (1) The Borrower shall, whether or not the transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Administrative Agent and each of their respective officers, directors, employees and agents (each an “"Indemnified Person”") harmless from, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) on demand any amounts required to compensate the Indemnified Person for, any cost, expense, claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) any of the Credit Documents or any action taken or omitted by any Indemnified Person under or in relation to any of the Credit Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Party; (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Documents and any related amendment, waiver or consent, (iii) the exercise of the rights, powers and/or duties of the Administrative Agent and/or the Lenders with respect to the administration of the Credit Facility, the Credit Documents or any transaction contemplated under the Credit Documents, (iv) a default (whether or not constituting a Default or an Event of Default) by the Borrower, and (vii) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of its exercising or performing, or causing the exercise or performance of, any right, power or duty under any of the Credit Documents or otherwise in connection with and performing its interest in any Security, whether or not such proceedings are directly related to obligations under the enforcement of any Credit Document, Documents except to the extent caused by the gross negligence or wilful willful misconduct of the Indemnified Person; and (vi) the presence of any Contaminants at, on or under, or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or any of the properties now or previously used by the Credit Parties, or the breach by or non- compliance with any Environmental Law by any mortgagor, owner or lessee of such properties. (2) If, with respect to any Finance PartyLender, (i) any change in any law, rule, regulation, judgment or order of general application, or any change in the interpretation or application of such law, rule, regulation, judgment or order, occurring or becoming effective after this date, or (ii) compliance by such Finance Party the Lender with any direction, request or requirement (whether or not having the force of law) of any Governmental Entity made or becoming effective after the this date, has the effect of causing any loss to such Finance Party the Lender or reducing such Finance Party’s the Lender's rate of return by (w) increasing the cost to such Finance Party the Lender of performing its obligations under this Agreement or in respect of any Outstandings Accommodations Outstanding (including the costs of maintaining any capital, reserve or special deposit requirements but other than a reduction resulting from a higher rate or from a change in the calculation of income or capital tax relating to such Finance Party’s income or capital in generalrequirements), (x) requiring such Finance Party the Lender to maintain or allocate any capital or additional capital or affecting its allocation of capital in respect of its obligations under this Agreement or in respect of any OutstandingsAccommodations Outstanding, (y) reducing any amount payable to such Finance Party the Lender under this Agreement or in respect of any OutstandingsAccommodations Outstanding by any material amount, (z) causing such Finance Party the Lender to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by such Finance Party the Lender under this Agreement or in respect of any OutstandingAccommodations Outstanding (but other than a loss or reduction resulting from a higher rate or a change in the calculation of income or capital tax relating to the Lender's income or capital in general), then such Finance Party the Lender may give notice to the Borrower specifying the nature of the event giving rise to the loss and the Borrower may either, (iiii) on demand, pay such amounts as such Finance Party the Lender specifies is necessary to compensate it for any such loss loss, or (iiiv) if such Finance Party is a Lender and provided no loss has yet been suffered by such Finance Party the Lender or the Borrower has paid the compensating amount to such Finance Partythe Lender, repay the Outstandings applicable Accommodations Outstanding and terminate such the Lender’s 's Commitments. A certificate as to the amount of any such loss submitted in good faith by such Finance Party a Lender to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (3) The Borrower shall pay to each Finance Party the Lenders on demand any amounts required to compensate such Finance Party the Lenders for any loss suffered or incurred by it them as a result of (i) any payment being made in respect of an Advance other than on the maturity or expiration or on the last day of a Libor Interest Period applicable to it, (ii) the failure of the Borrower to give any notice in the manner and at the times required by this Agreement, (iii) the failure of the Borrower to effect an Advance Accommodation in the manner and at the time specified in any Borrowing Accommodation Notice, or (iv) the failure of the Borrower to make a payment or a mandatory repayment in the manner and at the time specified in this Agreement. A certificate as to the amount of any loss submitted in good faith by a Finance Party Lender to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (4) Whether or not any Accommodation is made under the Credit Facilities, the Borrower shall pay to each of the Administrative Agent and each of the Lenders on demand all costs and expenses incurred by it, its agents, officers, directors and employees and any receiver or receiver-manager appointed by it or by a court in connection with the Credit Documents or the Credit Facilities, including, without limitation (i) the preparation, execution, filing and registration of any of the Credit Documents, any actual or proposed amendment or modification thereof or any waiver thereunder and all instruments supplemental or ancillary thereto, (ii) obtaining advice as to the rights and responsibilities of the Administrative Agent or any of the Lenders under the Credit Documents, and (iii) the defence, establishment, protection or enforcement of any of the rights or remedies of the Administrative Agent or any of the Lenders under any of the Credit Documents including, without limitation, all costs and expenses of establishing the validity and enforceability of, or of collection of amounts owing under, any of the Credit Documents or of any enforcement of the Security, including, without limitation, in each case, all of the fees, expenses and disbursements of its counsel, incurred in connection therewith, and including all sales, value-added or similar taxes payable by it (whether refundable or not) on all such costs and expenses. (5) The provisions of this Section 9.5 9.06 shall survive the termination of this Agreement and the repayment of all OutstandingsAccommodations Outstanding. The Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of any Finance Party Lender, the Administrative Agent or any other Indemnified Person in respect of such Person’s 's losses for the legal fees and expenses shall in any way affect the confidentiality or privilege relating to any information communicated by such Person to its counsel.

Costs, Expenses and Indemnity. (1) The Borrower shall, whether or not the transactions transaction contemplated in by this Agreement are is completed, indemnify and hold each of the Lenders Lender and the Administrative Agent and each of their respective its officers, directors, employees and agents (each an “Indemnified Person”) harmless from, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) on demand any amounts required to compensate the Indemnified Person for, any cost, expense, claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) any of the Credit Documents or any action taken or omitted by any Indemnified Person under or in relation to any of the Credit Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Party; (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Loan Documents and any related amendment, waiver or consent, (iii) the exercise of the rights, powers and/or duties of the Administrative Agent and/or the Lenders with respect to the administration of the Credit Facility, the Credit Documents or any transaction contemplated under the Credit Documents, (ivii) a default Default (whether or not constituting a Default or an Event of Default) by the Borrower), and (viii) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of to any of the Credit Loan Documents, or by reason of its exercising or performing, or causing the exercise or performance of, any right, power or duty obligation under any of the Credit Documents or otherwise in connection with its interest in any SecurityLoan Documents, whether or not such proceedings are directly related to the enforcement of any Credit Loan Document, except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Person; and (vi) the presence of any Contaminants at, on or under, or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or any of the properties now or previously used by the Credit Parties, or the breach by or non- compliance with any Environmental Law by any mortgagor, owner or lessee of such properties. (2) If, with respect to any Finance Party, (i) any change in any law, rule, regulation, judgment or order of general application, or any change in the interpretation or application of such law, rule, regulation, judgment or order, occurring or becoming effective after this date, or (ii) compliance by such Finance Party with any direction, request or requirement (whether or not having the force of law) of any Governmental Entity made or becoming effective after the date, has the effect of causing any loss to such Finance Party or reducing such Finance Party’s rate of return by (w) increasing the cost to such Finance Party of performing its obligations under this Agreement or in respect of any Outstandings (including the costs of maintaining any capital, reserve or special deposit requirements but other than a reduction resulting from a higher rate or from a change in the calculation of income or capital tax relating to such Finance Party’s income or capital in general), (x) requiring such Finance Party to maintain or allocate any capital or additional capital or affecting its allocation of capital in respect of its obligations under this Agreement or in respect of any Outstandings, (y) reducing any amount payable to such Finance Party under this Agreement or in respect of any Outstandings, (z) causing such Finance Party to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by such Finance Party under this Agreement or in respect of any Outstanding, then such Finance Party may give notice to the Borrower specifying the nature of the event giving rise to the loss and the Borrower may either, (i) on demand, pay such amounts as such Finance Party specifies is necessary to compensate it for any such loss or (ii) if such Finance Party is a Lender and provided no loss has yet been suffered by such Finance Party or the Borrower has paid the compensating amount to such Finance Party, repay the Outstandings and terminate such Lender’s Commitments. A certificate as to the amount of any such loss submitted in good faith by such Finance Party to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (3) The Borrower shall pay to each Finance Party on demand any amounts required to compensate such Finance Party for any loss suffered or incurred by it as a result of the failure of the Borrower to effect an Advance in the manner and at the time specified in any Borrowing Notice, or the failure of the Borrower to make a payment or a mandatory repayment in the manner and at the time specified in this Agreement. A certificate as to the amount of any loss submitted in good faith by a Finance Party to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (4) The provisions of this Section 9.5 shall survive the termination of this Agreement and the repayment of all Outstandings. The Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of any Finance Party or any other Indemnified Person in respect of such Person’s losses for the legal fees and expenses shall in any way affect the confidentiality or privilege relating to any information communicated by such Person to its counsel.

Costs, Expenses and Indemnity. (1) The Borrower Company shall, whether or not the transactions contemplated in this Agreement are completed, indemnify and hold RBC Europe and each of the Lenders and the Administrative Agent and each of their respective officers, directors, employees and agents (each an “Indemnified Person”) harmless from, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) on demand any amounts required to compensate the Indemnified Person for, any cost, expense, claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) any of the Credit Documents or any action taken or omitted by any Indemnified Person under or in relation to any of the Credit Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Party; (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Loan Documents and any related amendment, waiver or consent, ; (iiiii) the exercise amount of any fees for any advice of counsel to the rights, powers and/or Administrative Agent as to the rights and duties of the Administrative Agent and/or Agent, RBC Europe and the Lenders with respect to the administration of the Credit FacilityFacilities, the Credit Loan Documents or any transaction contemplated under the Credit Loan Documents, ; (iviii) a default (whether or not constituting a Default or an Event of Default) by the Borrower, ; (viv) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of Loan Documents and performing its exercising or performing, or causing obligations under the exercise or performance of, any right, power or duty under any of the Credit Loan Documents or otherwise in connection with its interest in any Security, whether or not such proceedings are directly related to the enforcement of any Credit Document, except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Person; and (viv) the presence of any Contaminants at, on or under, under or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or hazardous substances from any of the properties now or previously used by the Credit PartiesCompany, any of its subsidiaries or the breach by or non- compliance with of any Environmental Law by the Company or any of its subsidiaries or by any mortgagor, owner owner, or lessee of such properties. (2) If, with respect to RBC Europe or any Finance PartyLender, (i) any change in any law, rule, regulation, judgment or order Law of general application, or any change in the interpretation or application of such law, rule, regulation, judgment or order, Law occurring or becoming effective after this date, the date hereof; or (ii) compliance by such Finance Party Person with any direction, request or requirement (whether or not having the force of law) of any Governmental Entity made or becoming effective after the datedate hereof (being a direction, request or requirement which lenders customarily comply with), has the effect of causing any loss Loss to such Finance Party the Lender or reducing such Finance Partythe Lender’s rate of return by (w) increasing the cost to such Finance Party the Lender of performing its obligations under this Agreement or in respect of any Outstandings Accommodations Outstanding (including the costs of maintaining any capital, reserve or special deposit requirements but (other than a reduction resulting from a higher rate or from a change in the calculation of income or capital tax relating to such Finance Partythe Lender’s income or capital in general)), (x) requiring such Finance Party the Lender to maintain or allocate any capital or additional capital or affecting its allocation of capital in respect of its obligations under this Agreement or in respect of any OutstandingsAccommodations Outstanding, (y) reducing any amount payable to such Finance Party the Lender under this Agreement or in respect of any OutstandingsAccommodations Outstanding by any material amount, (z) causing such Finance Party the Lender to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by such Finance Party the Lender under this Agreement or in respect of any Accommodations Outstanding, then such Finance Party then, subject to Section 10.06(3), the Lender may give notice to the Borrower Company specifying the nature of the event giving rise to the loss Loss and the Borrower Company may either, either (ia) on demand, pay such amounts as such Finance Party the Lender specifies is necessary to compensate it for any such loss Loss, or (iib) if such Finance Party is a Lender and provided no loss Loss has yet been suffered by such Finance Party the Lender or the Borrower Company has paid the compensating amount to such Finance Partythe Lender, repay the Outstandings Accommodations Outstanding to such Lender and terminate such the Lender’s CommitmentsCommitments all without affecting the Commitments or Accommodations Outstanding of any other Lender. Notwithstanding the foregoing, the Company shall not be liable for any such Loss arising more than 30 days prior to notice to the Company. A certificate as to the amount of any such loss Loss submitted in good faith by such Finance Party a Lender to the Borrower Company accompanied by reasonable details thereof shall be conclusive and binding for all purposes, absent manifest error. (3) The Borrower Company shall not be liable to compensate a Lender for any costs, reduction, payment or foregone return if such compensation is not being claimed as a general practice by such Lender from customers of such Lender who by agreement are liable to pay such or similar compensation. In determining the amount of compensation payable by the Company under this Agreement, such Lender shall use all reasonable efforts to minimize the compensation payable by the Company including using all reasonable efforts to obtain refunds or credits in the ordinary course of its business, and any compensation paid by the Company which is later determined not to have been properly payable or in respect of which a refund, credit or compensation has been received shall forthwith be reimbursed by such Lender to the Company. (4) The Company shall pay to each Finance Party Lender on demand any amounts required to compensate such Finance Party the Lender for any loss Loss suffered or incurred by it as a result of (i) the failure of the Borrower Company to give any notice in the manner and at the times required by this Agreement; (ii) the failure of the Company to effect an Advance Accommodation in the manner and at the time specified in any Borrowing Accommodation Notice, ; or (iii) the failure of the Borrower Company to make a payment or a mandatory repayment in the manner and at the time specified in this Agreement. A certificate as to the amount of any loss Loss submitted in good faith by a Finance Party Lender to the Borrower Company shall be conclusive and binding for all purposes, absent manifest error. (45) The provisions of this Section 9.5 10.06 shall survive the termination of this Agreement and the repayment of all OutstandingsAccommodations Outstanding. The Borrower Company acknowledges that neither its obligation to indemnify nor any actual indemnification by it of any Finance Party Lender, the Administrative Agent, RBC Europe or any other Indemnified Person in respect of such Person’s losses for the legal fees and expenses shall in any way affect the confidentiality or privilege relating to any information communicated by such Person to its counsel.

Costs, Expenses and Indemnity. (1) The Borrower shall, whether or not the transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Administrative Agent each Agent-Related Person and each of their respective officers, directors, employees employees, agents, trustees and agents advisors (each an “Indemnified Person”"INDEMNIFIED PERSON") harmless from, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) on demand any amounts required to compensate the Indemnified Person for, any cost, expense, claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) any the preparation, execution and delivery of the Credit Documents or any action taken or omitted by any Indemnified Person under or in relation to any of the Credit Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Party; Commitment Letter, Term Sheet and Fee Letter, (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Documents and any related amendment, waiver or consent, ; (iii) any advice of counsel as to the exercise of the rights, powers and/or rights and duties of the Administrative Agent and/or and the Lenders with respect to the administration of the Credit FacilityFacilities, the Credit Documents or any transaction contemplated under the Credit Documents, including any interpretation issues; (iv) a default (whether or not constituting a Default or an Event of Default) by the Borrower, ; (v) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of its exercising or performing, or causing the exercise or performance of, any right, power or duty under any of the Credit Documents or otherwise in connection with and performing its interest in any Security, whether or not such proceedings are directly related to obligations under the enforcement of any Credit Document, Documents except to the extent caused that it shall be determined in a final, non-appealable judgment by a court of competent jurisdiction that such losses, claims, damages, liabilities or expenses resulted primarily from the gross negligence or wilful misconduct of the Indemnified Person; and (vi) the presence of any Contaminants at, on or under, under or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or Hazardous Substances from any of the properties now or previously used by the Credit PartiesBorrower or any of its subsidiaries, or the breach by or non- compliance with of any Environmental Law by the Borrower or any of its subsidiaries or by any mortgagor, owner owner, or lessee of such properties. No Indemnified Person shall be liable for any damages arising from the use by others of information provided by or on behalf of the Borrower and obtained through the Internet, Intralinks or other similar information transmission systems in connection with the Credit Facilities except to the extent that, as to any Indemnified Person, it shall be determined by a final, non-appealable judgment by a court of competent jurisdiction that such damages resulted primarily from gross negligence or willful misconduct of such Indemnified Person. The Borrower agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Person, including the Borrower, any of its subsidiaries and Affiliates or their respective security holders or creditors arising out of or in connection with any aspect of this Credit Agreement or the Credit Facilities, except for direct, as opposed to consequential, damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such Indemnified Person. (2) If, with respect to any Finance PartyLender, (i) any change in any law, rule, regulation, judgment or order Law of general application, or any change in the interpretation or application of such law, rule, regulation, judgment or order, Law occurring or becoming effective after this date, the Closing Date; or (ii) compliance by such Finance Party the Lender with any direction, request or requirement (whether or not having the force of law) of any Governmental Entity made or becoming effective after the dateClosing Date, has the effect of causing any loss to such Finance Party the Lender or reducing such Finance Party’s the Lender's rate of return by (w) increasing the cost to such Finance Party the Lender of performing its obligations under this Agreement or in respect of any Outstandings Accommodations Outstanding (including the costs of maintaining any capital, reserve or special deposit requirements but (other than a reduction resulting from a higher rate or from a change in the calculation of income or capital tax relating to such Finance Party’s the Lender's income or capital in general)), (x) requiring such Finance Party the Lender to maintain or allocate any capital or additional capital or affecting its allocation of capital in respect of its obligations under this Agreement or in respect of any OutstandingsAccommodations Outstanding, (y) reducing any amount payable to such Finance Party the Lender under this Agreement or in respect of any OutstandingsAccommodations Outstanding by any material amount, (z) causing such Finance Party the Lender to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by such Finance Party the Lender under this Agreement or in respect of any Accommodations Outstanding, then such Finance Party then, subject to Section 12.06(3), the Lender may give notice to the Borrower specifying specifying, with reasonable detail, the nature of the event giving rise to the loss and the Borrower may either, : (iA) on demand, pay such amounts as such Finance Party the Lender specifies is necessary to compensate it for any such loss loss, or (iiB) if such Finance Party is a Lender and provided no loss has yet been suffered by such Finance Party the Lender or the Borrower has paid the compensating amount to such Finance Partythe Lender, repay the Outstandings Accommodations Outstanding to such Lender and terminate such the Lender’s Commitments's Commitments all without affecting the Commitments or Accommodations Outstanding of any other Lender. A certificate as to the amount of any such loss submitted in good faith by such Finance Party a Lender to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (3) The Borrower shall not be liable to compensate a Lender for any costs, reduction, payment or foregone return if such compensation is not being claimed as a general practice by such Lender from customers of such Lender who by agreement are liable to pay such or similar compensation. In determining the amount of compensation payable by the Borrower under Section 12.06(2), such Lender shall use all reasonable efforts to minimize the compensation payable by the Borrower including using all reasonable efforts to obtain refunds or credits in the ordinary course of its business, and any compensation paid by the Borrower which is later determined not to have been properly payable or in respect of which a refund, credit or compensation has been received shall forthwith be reimbursed by such Lender to the Borrower. (4) The Borrower shall pay to each Finance Party Lender on demand any amounts required to compensate such Finance Party the Lender for any loss suffered or incurred by it as a result of (i) any payment being made in respect of a BA Instrument or Libor Advance other than on the maturity applicable to it; (ii) the failure of the Borrower to give any notice in the manner and at the times required by this Agreement; (iii) the failure of the Borrower to effect an Advance Accommodation in the manner and at the time specified in any Borrowing Accommodation Notice, ; or (iv) the failure of the Borrower to make a payment or a mandatory repayment in the manner and at the time specified in this Agreement. A certificate as to the amount of any loss submitted in good faith by a Finance Party Lender to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (45) The provisions of this Section 9.5 12.06 shall survive the termination of this Agreement and the repayment of all OutstandingsAccommodations Outstanding. The Borrower acknowledges that neither its their obligation to indemnify nor any actual indemnification by it them of any Finance Party Lender, the Administrative Agent or any other Indemnified Person in respect of such Person’s 's losses for the legal fees and expenses shall in any way affect the confidentiality or privilege relating to any information communicated by such Person to its counsel.

Costs, Expenses and Indemnity. (1) The Borrower shalland each Subsidiary shall indemnify, whether or not the transactions contemplated in this Agreement are completed, indemnify defend and hold each of harmless the Lenders and the Administrative Agent and each of Lender and persons or entities owned or controlled by or affiliated with such Persons and their respective directors, officers, directorsshareholders, employees partners, employees, consultants and agents (each herein individually called an “"Indemnified Person”Party," and collectively called "Indemnified Parties") harmless fromfrom and against, and shall reimburse and pay to such Indemnified Person promptly (and in any event within five Business Days of demand) any amounts required to compensate the Indemnified Person forParties with respect to, any costand all claims, expensedemands, claim liabilities, losses, damages (including, without limitation, actual, consequential, exemplary and punitive damages), causes of action, judgments, penalties, fees, costs and expenses (including, without limitation, attorneys' fees, court costs and legal expenses and consultants' and experts' fees and expenses), of any and every kind or loss suffered bycharacter, known or unknown, fixed or contingent, that may be imposed onupon, asserted against or asserted against, the incurred or paid by or on behalf of any Indemnified Person as a result Party on account of, connected with in connection with, or arising out of (ia) any bodily injury or death or property damage occurring in or upon or in the vicinity of the Credit Collateral through any cause whatsoever, (b) any act performed or omitted to be performed hereunder or the breach of or failure to perform any warranty, representation, indemnity, covenant, agreement or condition contained in this Agreement, the Security Documents or any action taken other Loan Documents, (c) any transaction, act, omission, event or omitted by circumstance arising out of or in any way connected with the Collateral or with this Agreement, the Security Documents or any other Loan Documents (other than fees and expenses related to the closing or modification of the transactions contemplated herein), and (d) the violation of or failure to comply with any statute, law, rule, regulation or order now existing or hereafter occurring. The foregoing indemnities shall not apply to any Indemnified Person under or in relation to any of the Credit Documents except Party to the extent the subject of the indemnification is caused by or arises out of the gross negligence or wilful willful misconduct of that or another Indemnified Party. If Borrower or Subsidiary and the Indemnified Party; (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring ofParty are jointly named in any action covered by this Section 12.6, the Credit Documents and any related amendment, waiver or consent, (iii) the exercise of the rights, powers and/or duties of the Administrative Agent and/or the Lenders with respect to the administration of the Credit Facility, the Credit Documents or any transaction contemplated under the Credit Documents, (iv) a default (whether or not constituting a Default or an Event of Default) by the Borrower, (v) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of its exercising or performing, or causing the exercise or performance of, any right, power or duty under any of the Credit Documents or otherwise in connection with its interest in any Security, whether or not such proceedings are directly related to the enforcement of any Credit Document, except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Person; and (vi) the presence of any Contaminants at, on or under, or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or any of the properties now or previously used by the Credit Parties, or the breach by or non- compliance with any Environmental Law by any mortgagor, owner or lessee of such properties. (2) If, with respect to any Finance Party, (i) any change in any law, rule, regulation, judgment or order of general application, or any change in the interpretation or application of such law, rule, regulation, judgment or order, occurring or becoming effective after this date, or (ii) compliance by such Finance Party with any direction, request or requirement (whether or not having the force of law) of any Governmental Entity made or becoming effective after the date, has the effect of causing any loss to such Finance Party or reducing such Finance Party’s rate of return by (w) increasing the cost to such Finance Party of performing its obligations under this Agreement or in respect of any Outstandings (including the costs of maintaining any capital, reserve or special deposit requirements but other than a reduction resulting from a higher rate or from a change in the calculation of income or capital tax relating to such Finance Party’s income or capital in general), (x) requiring such Finance Party to maintain or allocate any capital or additional capital or affecting its allocation of capital in respect of its obligations under this Agreement or in respect of any Outstandings, (y) reducing any amount payable to such Finance Party under this Agreement or in respect of any Outstandings, (z) causing such Finance Party to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by such Finance Party under this Agreement or in respect of any Outstanding, then such Finance Party may give notice to the Borrower specifying the nature of the event giving rise to the loss and the Borrower may either, (i) on demand, pay such amounts as such Finance Party specifies is necessary to compensate it for any such loss or (ii) if such Finance Party is a Lender and provided no loss has yet been suffered by such Finance Party or the Borrower has paid the compensating amount to such Finance Party, repay the Outstandings and terminate such Lender’s Commitments. A certificate as to the amount of any such loss submitted in good faith by such Finance Party to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (3) The Borrower shall pay to each Finance Party on demand any amounts required to compensate such Finance Party for any loss suffered or incurred by it as a result of the failure of the Borrower to effect an Advance in the manner and at the time specified in any Borrowing Notice, or the failure of the Borrower to make a payment or a mandatory repayment in the manner and at the time specified in this Agreement. A certificate as to the amount of any loss submitted in good faith by a Finance Party to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (4) The provisions of this Section 9.5 shall survive the termination of this Agreement and the repayment of all Outstandings. The Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of any Finance Party or any other Indemnified Person in respect of such Person’s losses for the legal fees and expenses shall in any way affect the confidentiality or privilege relating to any information communicated by such Person to its counsel.shall

Costs, Expenses and Indemnity. (1) The Borrower shall, whether or not the transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Administrative Agent each Agent-Related Person and each of their respective officers, directors, employees employees, agents, trustees and agents advisors (each an “Indemnified Person”) harmless from, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) on demand any amounts required to compensate the Indemnified Person for, any cost, expense, claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) any the preparation, execution and delivery of the Credit Documents or any action taken or omitted by any Indemnified Person under or commitment letter, term sheet and fee letter executed in relation to any of connection with the Credit Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Party; Facilities, (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Documents and any related amendment, waiver or consent, ; (iii) any advice of counsel as to the exercise of the rights, powers and/or rights and duties of the Administrative Agent and/or and the Lenders with respect to the administration of the Credit FacilityFacilities, the Credit Documents or any transaction contemplated under the Credit Documents, including any interpretation issues; (iv) a default (whether or not constituting a Default or an Event of Default) by the Borrower, ; (v) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of its exercising or performing, or causing the exercise or performance of, any right, power or duty under any of the Credit Documents or otherwise in connection with and performing its interest in any Security, whether or not such proceedings are directly related to obligations under the enforcement of any Credit Document, Documents except to the extent caused that it shall be determined in a final, non-appealable judgment by a court of competent jurisdiction that such losses, claims, damages, liabilities or expenses resulted primarily from the gross negligence or wilful misconduct intentional fault of the Indemnified Person; and (vi) the presence of any Contaminants at, on or under, under or the discharge or likely discharge of any Contaminants from, any of the Subject Properties or Hazardous Substances from any of the properties now or previously used by the Credit PartiesBorrower, or the breach by or non- compliance with of any Environmental Law by the Borrower or by any mortgagor, owner owner, or lessee of such properties. No Indemnified Person shall be liable for any damages arising from the use by others of information provided by or on behalf of the Borrower and obtained through the Internet, Intralinks or other similar information transmission systems in connection with the Credit Facilities except to the extent that, as to any Indemnified Person, it shall be determined by a final, non-appealable judgment by a court of competent jurisdiction that such damages resulted primarily from the gross or intentional fault of such Indemnified Person. The Borrower agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Person, including the Borrower, any of its Subsidiaries and Affiliates or their respective security holders or creditors arising out of or in connection with any aspect of this Agreement or the Credit Facilities, except for direct, as opposed to consequential, damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross or intentional fault of such Indemnified Person. (2) If, with respect to any Finance PartyLender, (i) any change Change in any law, rule, regulation, judgment or order Law of general application, or any change in the interpretation or application of such law, rule, regulation, judgment or order, occurring or becoming effective after this date, the Closing Date; or (ii) compliance by such Finance Party the Lender with any direction, request or requirement (whether or not having the force of law) of any Governmental Entity made or becoming effective after the dateClosing Date, has the effect of causing any loss to such Finance Party the Lender or reducing such Finance Partythe Lender’s rate of return by (w) increasing the cost to such Finance Party the Lender of performing its obligations under this Agreement or in respect of any Outstandings Accommodations Outstanding (including the costs of maintaining any capital, reserve or special deposit requirements but (other than a reduction resulting from a higher rate or from a change in the calculation of income or capital tax relating to such Finance Partythe Lender’s income or capital in general)), (x) requiring such Finance Party the Lender to maintain or allocate any capital or additional capital or affecting its allocation of capital in respect of its obligations under this Agreement or in respect of any OutstandingsAccommodations Outstanding, (y) reducing any amount payable to such Finance Party the Lender under this Agreement or in respect of any OutstandingsAccommodations Outstanding by any material amount, (z) causing such Finance Party the Lender to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by such Finance Party the Lender under this Agreement or in respect of any Accommodations Outstanding, then such Finance Party then, subject to Section 12.06(3), the Lender may give notice to the Borrower specifying specifying, with reasonable detail, the nature of the event giving rise to the loss and the Borrower may either, : (iA) on demand, pay such amounts as such Finance Party the Lender specifies is necessary to compensate it for any such loss loss, or (iiB) if such Finance Party is a Lender and provided no loss has yet been suffered by such Finance Party the Lender or the Borrower has paid the compensating amount to such Finance Partythe Lender, repay the Outstandings Accommodations Outstanding to such Lender and terminate such the Lender’s CommitmentsCommitments all without affecting the Commitments or Accommodations Outstanding of any other Lender. A certificate as to the amount of any such loss submitted in good faith by such Finance Party a Lender to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (3) The Borrower shall not be liable to compensate a Lender for any costs, reduction, payment or foregone return if such compensation is not being claimed as a general practice by such Lender from customers of such Lender who by agreement are liable to pay such or similar compensation. In determining the amount of compensation payable by the Borrower under Section 12.06(2), such Lender shall use all reasonable efforts to minimize the compensation payable by the Borrower including using all reasonable efforts to obtain refunds or credits in the ordinary course of its business, and any compensation paid by the Borrower which is later determined not to have been properly payable or in respect of which a refund, credit or compensation has been received shall forthwith be reimbursed by such Lender to the Borrower. (4) The Borrower shall pay to each Finance Party Lender on demand any amounts required to compensate such Finance Party the Lender for any loss suffered or incurred by it as a result of (i) any payment being made in respect of a BA Instrument or Libor Advance other than on the maturity applicable to it; (ii) the failure of the Borrower to give any notice in the manner and at the times required by this Agreement; (iii) the failure of the Borrower to effect an Advance Accommodation in the manner and at the time specified in any Borrowing Accommodation Notice, ; or (iv) the failure of the Borrower to make a payment or a mandatory repayment in the manner and at the time specified in this Agreement. A certificate as to the amount of any loss submitted in good faith by a Finance Party Lender to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (45) The provisions of this Section 9.5 12.06 shall survive the termination of this Agreement and the repayment of all OutstandingsAccommodations Outstanding. The Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of any Finance Party Lender, the Administrative Agent or any other Indemnified Person in respect of such Person’s losses for the legal fees and expenses shall in any way affect the confidentiality or privilege relating to any information communicated by such Person to its counsel.

Costs, Expenses and Indemnity. (1) The Borrower Borrowers shall, whether or not the transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Administrative Agent and each of their respective officers, directors, employees and agents (each an “"Indemnified Person”") harmless from, and shall pay to such Indemnified Person promptly (and in any event within five Business Days of demand) on demand any amounts required to compensate the Indemnified Person for, any cost, expense, claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) any of the Credit Documents or any action taken or omitted by any Indemnified Person under or in relation to any of the Credit Documents except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Party; (ii) the preparation, execution and delivery of, preservation of rights under, enforcement of, or refinancing, renegotiation or restructuring of, the Credit Documents and any related amendment, waiver or consent, (iii) the exercise of the rights, powers and/or duties of the Administrative Agent and/or the Lenders with respect to the administration of the Credit Facility, the Credit Documents or any transaction contemplated under the Credit Documents, (iv) a default (whether or not constituting a Default or an Event of Default) by the a Borrower, (vii) any proceedings brought by or against the Indemnified Person, or in which the Indemnified Person otherwise participates, due to its entering into or being a party of any of the Credit Documents, or by reason of its exercising or performing, or causing the exercise or performance of, any right, power or duty under any of the Credit Documents or otherwise in connection with and performing its interest in any Security, whether or not such proceedings are directly related to obligations under the enforcement of any Credit Document, Documents except to the extent caused by the gross negligence or wilful willful misconduct of the Indemnified Person; , and (viiii) the presence of any Contaminants Hazardous Substances at, above, on or under, or the discharge Release or likely discharge Release of any Contaminants Hazardous Substances from, any of the Subject Properties or any of the properties now or previously used by the Credit PartiesBorrowers or any of their Subsidiaries, or the breach by by, or non- non-compliance with with, any Environmental Law by any mortgagor, owner owner, or lessee of such properties. (2) If, with respect to any Finance PartyLender, (i) any change in any law, rule, regulation, judgment or order of general application, or any change in the interpretation or application of such law, rule, regulation, judgment or order, occurring or becoming effective after this date, or (ii) compliance by such Finance Party the Lender with any direction, request or requirement (whether or not having the force of law) of any Governmental Entity made or becoming effective after the this date, has the effect of causing any loss to such Finance Party the Lender or reducing such Finance Party’s the Lender's rate of return by (w) increasing the cost to such Finance Party the Lender of performing its obligations under this Agreement or in respect of any Outstandings Accommodations Outstanding (including the costs of maintaining any capital, reserve or special deposit requirements but other than a reduction resulting from a higher rate or from a change in the calculation of income or capital tax relating to such Finance Party’s income or capital in generalrequirements), (x) requiring such Finance Party the Lender to maintain or allocate any capital or additional capital or affecting its allocation of capital in respect of its obligations under this Agreement or in respect of any OutstandingsAccommodations Outstanding, (y) reducing any amount payable to such Finance Party the Lender under this Agreement or in respect of any OutstandingsAccommodations Outstanding by any material amount, (z) causing such Finance Party the Lender to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by such Finance Party the Lender under this Agreement or in respect of any OutstandingAccommodations Outstanding (but other than a loss or reduction resulting from a higher rate or a change in the calculation of income or capital tax relating to the Lender's income or capital in general), then such Finance Party the Lender may give notice to the a Borrower specifying the nature of the event giving rise to the loss and the Borrower may either, (iiii) on demand, pay such amounts as such Finance Party the Lender specifies is necessary to compensate it for any such loss loss, or (iiiv) if such Finance Party is a Lender and provided no loss has yet been suffered by such Finance Party the Lender or the a Borrower has paid the compensating amount to such Finance Partythe Lender, repay the Outstandings applicable Accommodations Outstanding and terminate such the Lender’s 's Commitments. A certificate as to the amount of any such loss submitted in good faith by such Finance Party a Lender to the a Borrower shall be conclusive and binding for all purposes, absent manifest error. (3) The Borrower Borrowers shall pay to each Finance Party the Lenders on demand any amounts required to compensate such Finance Party the Lenders for any loss suffered or incurred by it them as a result of (i) any payment being made in respect of a BA Instrument, Documentary Credit or Advance other than on the maturity or expiration or on the last day of a Libor Interest Period applicable to it, (ii) the failure of a Borrower to give any notice in the manner and at the times required by this Agreement, (iii) the failure of a Borrower to effect an Advance Accommodation in the manner and at the time specified in any Borrowing Accommodation Notice, or (iv) the failure of the a Borrower to make a payment or a mandatory repayment in the manner and at the time specified in this Agreement. A certificate as to the amount of any loss submitted in good faith by a Finance Party Lender to the a Borrower shall be conclusive and binding for all purposes, absent manifest error. (4) Whether or not any Accommodation is made under the Credit Facilities, the Borrowers shall pay to each of the Administrative Agent and each of the Lenders on demand all costs and expenses incurred by it, its agents, officers, directors and employees and any receiver or receiver-manager appointed by it or by a court in connection with the Credit Documents or the Credit Facilities, including, without limitation (i) the preparation, execution, filing and registration of any of the Credit Documents, any actual or proposed amendment or modification thereof or any waiver thereunder and all instruments supplemental or ancillary thereto, (ii) obtaining advice as to the rights and responsibilities of the Administrative Agent or any of the Lenders under the Credit Documents, and (iii) the defence, establishment, protection or enforcement of any of the rights or remedies of the Administrative Agent or any of the Lenders under any of the Credit Documents including, without limitation, all costs and expenses of establishing the validity and enforceability of, or of collection of amounts owing under, any of the Credit Documents or of any enforcement of the Security, including, without limitation, in each case, all of the fees, expenses and disbursements of its counsel, incurred in connection therewith, and including all sales, value-added or similar taxes payable by it (whether refundable or not) on all such costs and expenses. (5) The provisions of this Section 9.5 11.06 shall survive the termination of this Agreement and the repayment of all OutstandingsAccommodations Outstanding. The Each Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of any Finance Party Lender, the Administrative Agent or any other Indemnified Person in respect of such Person’s 's losses for the legal fees and expenses shall in any way affect the confidentiality or privilege relating to any information communicated by such Person to its counsel.