Common use of Costs, Expenses and Indemnity Clause in Contracts

Costs, Expenses and Indemnity. (a) The Borrower shall, whether or not the transaction contemplated in this Agreement are completed, indemnify and hold the Lenders and their respective officers, directors, employees and agents (each an “Indemnified Person”) harmless from, and shall pay to such Indemnified Person on demand, any amounts required to compensate the Indemnified Person for, any claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) a default (whether or not constituting a Default or an Event of Default) by the Borrower, (ii) any proceedings brought against the Indemnified Person due to its entering into of any of the Loan Documents and performing its obligations under the Loan Documents except to the extent caused by the gross negligence or wilful misconduct of an Indemnified Person, and (iii) the presence at, on or under or the discharge or likely discharge of contaminants from any of the Subject Properties or any of the properties now or previously used by the Borrower or any of its Subsidiaries, or the breach by or non-compliance with any Environmental Law by any mortgagor, owner, or lessee of such properties, except to the extent that any of the same have been caused by an Indemnified Party. (b) The Borrower shall pay to the Lender on demand any amounts required to compensate the Lender for any loss suffered or incurred by it as a result of (i) the failure of the Borrower to give any notice in the manner and at the times required by this Agreement, or (ii) 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 Lender to the Borrower shall be prima facie evidence of the amount of such loss, absent manifest error. (c) The provisions of this Section 9.6 shall survive the termination of this Agreement and the repayment of all Maturity Amounts. The Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of the Lender or any other Indemnified Person in respect of such Person’s losses for 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. (a) The Borrower Borrowers shall, whether or not the transaction transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Administrative Agent and their Affiliates and each of their respective officers, directors, employees and agents (each an “Indemnified Person”) harmless from, and shall pay to such Indemnified Person on demand, demand any amounts required to compensate the Indemnified Person for, any claim claim, loss, cost or loss expense (including any reasonable legal cost) suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of of: (i) 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; or (ii) a default (whether or not constituting a Default or an Event of Default) by the Borrower, (ii) any proceedings brought against the Indemnified Person due to its entering into of Borrowers or any of the Loan Documents and performing its obligations under the Loan Documents them, except to the extent caused by the gross negligence or negligence, wilful misconduct or default of an the Indemnified Person as finally determined in a non-appealable judgment by a court of competent jurisdiction. In case any proceeding shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Section 12.6(a), such Indemnified Person shall promptly notify a Borrower in writing (but failure to do so shall not relieve the Borrowers from any liability which they may have pursuant to this Section 12.6(a) except to the extent the Borrowers shall be prejudiced from instituting or defending any proceeding relating thereto) and the Borrowers, upon request of the Indemnified Person, shall retain counsel satisfactory to the Indemnified Person, acting reasonably, to represent the Indemnified Person and any others the Borrowers may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (iii) the presence at, on or under or Borrowers and the discharge or likely discharge Indemnified Person shall have mutually agreed to the retention of contaminants from such counsel; or (iv) the named parties to any of such proceeding include the Subject Properties Borrowers or any of them and the properties now or previously used Indemnified Person and representation of such parties by the Borrower same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Borrowers shall not, in connection with any proceeding or related proceedings in the same jurisdiction and other than as provided for in the preceding sentence, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. A certificate as to the amount of any such loss submitted in good faith by a Lender to the Borrowers or any of its Subsidiaries, or the breach by or non-compliance with any Environmental Law by any mortgagor, owner, or lessee them shall be prima facie evidence of such properties, except to the extent that any of the same have been caused by an Indemnified Partyamount. (b) If, with respect to any Lender: (i) any change in Law of general application, or any change in the interpretation or application of any Law, occurring or becoming effective after the Effective Date and the date that the Lender became a party hereto; or (ii) compliance by 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 such date; has the effect of causing any loss to the Lender or reducing the Lender’s rate of return by (w) increasing the cost to the Lender of performing its obligations under this Agreement or in respect of any Accommodations Outstanding (including the costs of maintaining any capital, reserve, liquidity 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 the Lender’s income or capital in general), (x) requiring the Lender to maintain any liquidity or 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 Accommodations Outstanding, (y) reducing any amount payable to the Lender under this Agreement or in respect of any Accommodations Outstanding by any material amount, or (z) causing the Lender to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by the Lender under this Agreement or in respect of any Accommodations Outstanding, then the Lender may give notice to each relevant Borrower specifying the nature and details of the event giving rise to the loss, together with a certificate of a duly authorized officer of the Lender setting forth the amount necessary to compensate the Lender for such loss and the basis of calculation thereof and the applicable Borrower: (A) shall, on demand pay such amounts as the Lender specifies as necessary to compensate it for any such loss, reduction or expense, provided that if the Lender fails to give notice to such Borrower within three (3) months of the date on which the Lender should reasonably be expected to have been able to comply with its obligations to notify such Borrower as aforesaid, no payment of any compensation for such loss, reduction or expense shall be required to be made by such Borrower in respect of the period before the date the Lender has complied with its obligations as aforesaid except in circumstances where such loss, reduction or expense is imposed retrospectively; and (B) may, provided no loss has yet been suffered by the Lender or the applicable Borrower has paid the compensating amount to the Lender, repay the Accommodations Outstanding to such Lender together with interest accrued thereon and unpaid Fees in relation thereto and terminate the Lender’s Commitment by notice to such Lender specifying the date of prepayment and such Borrower shall make such prepayment in accordance with such notice. A certificate as to the amount of any such loss submitted in good faith by a Lender to the Borrowers or any of them shall be prima facie evidence of such amount. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States, Canadian or other regulatory authorities, in each case pursuant to Basel III ((i) and (ii) being, the “New Rules”), shall in each case be deemed to be a “change in Law” for the purposes of this Section 12.6(b), regardless of the date enacted, adopted or issued, in each case (iii) to the extent materially different from that in effect on the date hereof and (iv) to the extent that such New Rules have general application to substantially all of the banks which are subject to the New Rules in question. (c) The applicable Borrower shall pay to the each Lender on demand any amounts required to compensate the Lender for any loss suffered or incurred by it as a result of of: (i) any payment being made in respect of a BA Instrument, other than on the maturity thereof, or in respect of a SOFR Loan, other than on the last day of the Interest Period thereof; (ii) the failure of the applicable Borrower to give any notice in the manner and at the times required by this Agreement, or ; (iiiii) the failure of the applicable Borrower to effect an Accommodation in the manner and at the time specified in any Accommodation Notice; or (iv) the failure of the applicable 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 such loss submitted in good faith by a Lender to the applicable Borrower shall be prima facie evidence of the amount of such loss, absent manifest erroramount. (cd) The provisions of this Section 9.6 12.6 shall survive the termination of this Agreement and the repayment of all Maturity AmountsAccommodations Outstanding. The Borrower Each of the Borrowers acknowledges that neither its obligation to indemnify nor any actual indemnification by it of any Lender, the Lender 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. (a1) The Borrower Borrowers shall, whether or not the transaction transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Agent and each of their respective officers, directors, trustees, advisors, employees and agents (each an “Indemnified Person”) harmless from, and shall pay to such Indemnified Person on demand, demand any amounts required to compensate the Indemnified Person for, any claim Claim or loss Loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) 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; (ii) any advice of counsel as to the rights and duties of the Agent and the Lenders with respect to the administration of the Credit Facilities, the Credit Documents or any transaction contemplated under the Credit Documents; (iii) a default (whether or not constituting a Default or an Event of Default) by a Borrower hereunder and any enforcement proceedings relating to any of the Borrower, Credit Documents; (iiiv) any proceedings brought against the Indemnified Person due to its entering into of any of the Loan Documents and Credit Documents, performing its obligations under the Loan Documents Credit Documents, providing any Accommodation or any use of any Accommodation by a Borrower, except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Person as determined in a non-appealable judgment rendered by a court of competent jurisdiction. (2) The Borrowers shall indemnify and hold the Indemnified Person harmless from and against any and all Environmental Liabilities and costs incurred or suffered by, or asserted against, any of the Indemnified Persons (except for Environmental Liabilities and costs attributable to the gross negligence or wilful misconduct of an Indemnified PersonParty as determined in a non-appealable judgment rendered by a court of competent jurisdiction) including all Environmental Liabilities and costs with respect to or as a direct or indirect result of, and (iiii) the presence at, on or under or the discharge release or likely discharge release of contaminants Hazardous Substances from any of the Subject Properties properties now, or any of the properties now time heretofore or previously hereafter, owned, leased, operated or used by the Borrower SGC or any of its Subsidiaries, ; or (ii) the breach by or non-compliance with any Environmental Law by any mortgagor, owner, or lessee of such properties, except to the extent that properties in their use of such properties of any of the same have been caused by an Indemnified PartyEnvironmental Laws. (b3) If, with respect to any applicable Lender, (i) any change in Law or any change in the interpretation or application of any Law occurring or becoming effective after the date hereof; or (ii) compliance by such Lender with any direction, request or requirement (whether or not having the force of Law) of any Governmental Entity (except where such compliance is in respect of any penalty or charges resulting from the failure to pay taxes) made or becoming effective after the date hereof, has the effect of causing Loss to such Lender by (v) increasing the cost to such Lender of performing its obligations under this Agreement or in respect of any Accommodations Outstanding (including the costs of maintaining any capital, reserve or special deposit requirements in connection therewith), (w) requiring such 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 Accommodations Outstanding or otherwise reducing the effective return to such Lender under this Agreement or in respect of any Accommodations Outstanding, (x) reducing any amount payable to such Lender under this Agreement or in respect of any Accommodations Outstanding by any amount it deems material (other than a reduction resulting from a higher rate of income tax relating to such Lender’s income in general), (y) causing such Lender to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by such Lender under this Agreement or in respect of any Accommodations Outstanding, or (z) otherwise reducing the effective return to such Lender under this Agreement or in respect of any Accommodations Outstanding or on its total capital as a result of entering into this Agreement, then, so long as such Lender is taking corresponding action under its other credit facilities comparable to the Credit Facilities, such Lender may give notice to the Borrowers specifying the nature of the event giving rise to such Loss and the Borrowers may either; (iii) on demand, pay such amounts as such Lender may specify to be necessary to compensate it for any such Loss incurred after the date of such notice; or (iv) provided no Loss has yet been suffered by such Lender or the Borrowers have paid the compensating amount to the Lender, repay the Accommodations Outstanding of such Lender and terminate such Lender’s Commitments. A certificate as to the amount of any such Loss, providing reasonable detail of the calculation of such Loss and stating that the Loss calculated therein is not otherwise reflected or recovered in the interest rate on which any Type of Accommodation is based and has been calculated on a like basis for transactions comparable to the transaction contemplated hereby and for a borrower comparable to each Borrower, submitted in good faith by such Lender to the Borrowers shall be conclusive and binding for all purposes, absent manifest error. The Borrower may in its sole discretion prepay Accommodations Outstanding to any Lender that has made a claim pursuant to this Section 11.06(3) (such Lender herein called a “Claiming Lender”), together with amounts, if any, required to compensate such Claiming Lender to the date of such prepayment and such Claiming Lender shall, upon receipt of such prepayment, assign its Lender’s Commitment to one or more new financial institutions or existing Lenders which are (in the case of new financial institutions) acceptable to the Majority Lenders and which agree to assume the Lender’s Commitment of such Claiming Lender’s pursuant to the terms and conditions of an assignment and assumption agreement in the form of Schedule 9. The provisions of Section 11.08 shall apply to such assignment mutatis mutandis. (4) The Borrower Borrowers shall pay to the each applicable Lender on demand any amounts required to compensate the such Lender for any loss suffered or incurred by it as a result of (i) any payment being made (due to acceleration of the maturity of an Accommodation pursuant to Article 9, a mandatory or optional prepayment of principal or otherwise) by a Borrower in respect of a BA Instrument, Documentary Credit or Advance, other than on the maturity or expiration or on the last day of a Eurodollar Interest Period applicable to it; (ii) the failure of the a Borrower to give any notice in the manner and at the times required by this Agreement, or ; (iiiii) the failure of a Borrower to effect an Accommodation in the manner and at the time specified in any Accommodation Notice; or (iv) the failure of 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 Loss submitted in good faith by a Lender to the Borrower shall be prima facie evidence of the amount of such lossconclusive and binding for all purposes, absent manifest error. (c5) The provisions of this Section 9.6 11.06 shall survive the termination of this Agreement and the repayment of all Maturity AmountsAccommodations Outstanding. The Each Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of any Lender, the Lender Agent or any other Indemnified Person in respect of such Person’s losses Losses for 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. (a) The Borrower shall, whether or not the transaction contemplated in this Agreement are completed, indemnify and hold the Lenders Lender and their respective its officers, directors, employees and agents (each an “"Indemnified Person”") harmless from, and shall pay to such Indemnified Person on demand, any amounts required to compensate the Indemnified Person for, any claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) a default (whether or not constituting a Default or an Event of Default) by the Borrower, (ii) any proceedings brought against the Indemnified Person due to its entering into of any of the Loan Documents and performing its obligations under the Loan Documents except to the extent caused by the gross negligence or wilful misconduct of an Indemnified Person, and (iii) the presence at, on or under or the discharge or likely discharge of contaminants from any of the Subject Properties or any of the properties now or previously used by the Borrower or any of its Subsidiaries, or the breach by or non-compliance with any Environmental Law by any mortgagor, owner, or lessee of such properties, except to the extent that any of the same have been caused by an Indemnified Party. (b) The Borrower shall pay to the Lender on demand any amounts required to compensate the Lender for any loss suffered or incurred by it as a result of (i) the failure of the Borrower to give any notice in the manner and at the times required by this Agreement, or (ii) 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 the Lender to the Borrower shall be prima facie evidence of the amount of such loss, absent manifest error. (c) The provisions of this Section 9.6 8.7 shall survive the termination of this Agreement and the repayment of all Maturity Amounts. The Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of the Lender or any other Indemnified Person in respect of such Person’s 's losses for 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. (a) The Pride agrees to pay, upon demand by the Administrative Agent, (i) all reasonable costs and expenses incurred by the Administrative Agent, the Arrangers or any of their affiliates in connection with the preparation, execution, delivery, administration, modification and amendment of the Credit Documents and the other documents to be delivered under the Credit Documents, due diligence in connection with the Credit Documents and syndication of the credit facilities contemplated herein, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect to preparation, execution and delivery of the Credit Documents and the satisfaction of the matters referred to in Section 3.01, and the reasonable costs and expenses of the Issuing Banks in connection with any Letter of Credit, and (ii) all legal and other costs and expenses of the Administrative Agent, the Issuing Banks and each Lender incurred during the existence of an Event of Default in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of the Credit Documents and the other documents to be delivered under the Credit Documents or incurred in connection with any workout, restructuring or bankruptcy. (b) If any payment of principal of, or Conversion of, any LIBOR Advance is made by any Borrower other than on the last day of an Interest Period relating to such Advance, as a result of a payment, Conversion, acceleration of the maturity of such Borrower’s Note, or for any other reason, such Borrower shall, whether or not upon demand by any Lender (with a copy of such demand to the transaction contemplated in this Agreement are completedAdministrative Agent), indemnify and hold the Lenders and their respective officers, directors, employees and agents (each an “Indemnified Person”) harmless from, and shall pay to the Administrative Agent for the account of such Indemnified Person on demand, Lender any amounts required to compensate the Indemnified Person for, any claim or loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) a default (whether or not constituting a Default or an Event of Default) by the Borrower, (ii) any proceedings brought against the Indemnified Person due to its entering into of any of the Loan Documents and performing its obligations under the Loan Documents except to the extent caused by the gross negligence or wilful misconduct of an Indemnified Person, and (iii) the presence at, on or under or the discharge or likely discharge of contaminants from any of the Subject Properties or any of the properties now or previously used by the Borrower or any of its Subsidiaries, or the breach by or non-compliance with any Environmental Law by any mortgagor, owner, or lessee of such properties, except to the extent that any of the same have been caused by an Indemnified Party. (b) The Borrower shall pay to the Lender on demand any amounts required to compensate the Lender for any loss suffered additional losses, costs or incurred by expenses which it may reasonably incur as a result of such payment, Conversion, acceleration, or other reason, including any loss (i) the failure excluding loss of anticipated profits), cost or expense incurred by reason of the Borrower to give any notice in the manner and at the times required liquidation or reemployment of deposits or other funds acquired by this Agreement, or (ii) 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 such Lender to the Borrower shall be prima facie evidence of the amount of fund or maintain such loss, absent manifest errorAdvance. (c) The provisions Pride hereby indemnifies and holds harmless each Lender Party and each of their respective directors, officers, employees and attorneys (collectively, “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities and expenses (including reasonable fees and disbursements of counsel and claims, damages, losses, liabilities and expenses relating to Environmental matters) (collectively, “Losses”) for which any of them may become liable or which may be incurred by or asserted against an Indemnified Party, in each case arising out of, related to or in connection with (i) any transaction in which any proceeds of all or any part of the Advances are applied, (ii) breach by Pride or any Subsidiary of any Credit Document, (iii) violation by Pride or any Subsidiary of any Environmental Law or any other law, rule, regulation or order, or (iv) any investigation, litigation, or proceeding, whether or not any Indemnified Party is a party thereto, related to or in connection with any of the foregoing or any Credit Document (expressly including any such losses attributable to the ordinary, sole or contributory negligence of such Indemnified Party, but excluding any such losses attributable to the gross negligence or willful misconduct of such Indemnified Party as determined pursuant to a final non-appealable judgment of a court of competent jurisdiction). It is the intent of the parties hereto that each Indemnified Party shall, to the extent provided in this Section 9.6 8.04(c), be indemnified for its own ordinary, sole or contributory negligence. The Administrative Agent will provide Pride prompt notice of any matter (other than matters solely among Indemnified Parties) as to which indemnification pursuant to this Section 8.04(c) is claimed. Any Indemnified Party that proposes to settle or compromise any such indemnified claim shall give Pride written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding. (d) Without prejudice to the survival of any other agreement hereunder, the agreements and obligations of the Borrowers contained in this Section 8.04 shall survive the termination of this Agreement and the repayment payment in full of all Maturity Amounts. The Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of the Lender or any other Indemnified Person in respect of such Person’s losses for legal fees and expenses shall in any way affect the confidentiality or privilege relating to any information communicated by such Person to its counselObligations.

Costs, Expenses and Indemnity. (a1) The Borrower shall, whether or not the transaction 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 on demand, demand any amounts required to compensate the Indemnified Person for, any claim Claim or loss Loss suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of (i) 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; (ii) any advice of counsel as to the rights and duties of the Administrative Agent and the Lenders with respect to the administration of the Credit Facilities, the Credit Documents or any transaction contemplated under the Credit Documents; (iii) a default (whether or not constituting a Default or an Event of Default) by the Borrower, Borrower or any Guarantor hereunder and any enforcement proceedings relating to any of the Credit Documents; (iiiv) any proceedings brought against the Indemnified Person due to its entering into of any of the Loan Documents and Credit Documents, performing its obligations under the Loan Documents Credit Documents, providing any Accommodation or any use of any Accommodation by the Borrower, except to the extent caused by the gross negligence or wilful misconduct of the Indemnified Person. (2) The Borrower shall indemnify and hold the Indemnified Person harmless from and against any and all Environmental Liabilities and costs incurred or suffered by, or asserted against, any of the Indemnified Persons (except for Environmental Liabilities and costs attributable to the gross negligence or wilful misconduct of an Indemnified PersonParty) including all Environmental Liabilities and costs with respect to or as a direct or indirect result of, and (iiii) the presence at, on or under or the discharge release or likely discharge release of contaminants Hazardous Substances from any of the Subject Properties properties now, or any of the properties now time heretofore or previously hereafter, owned, leased, operated or used by the Borrower or any of its Subsidiaries, the Guarantors; or (ii) the breach by or non-compliance with any Environmental Law by any mortgagor, owner, or lessee of such properties, except to properties in their use of such properties of any Environmental Laws. (3) To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraphs (1) or (2) of this Section 12.06 to be paid by it to the Administrative Agent, each Lender severally agrees to pay to the Administrative Agent such Lender's rateable share (determined as of the same have been caused time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by an Indemnified Partyor asserted against the Administrative Agent. The obligations of the Lenders under this paragraph (3) are subject to the other provisions of this Agreement concerning several liability of the Lenders. (b4) To the fullest extent permitted by applicable Law, the Borrower and the Guarantors shall not assert, and hereby waive, any claim against any Indemnified Person, on any theory of liability, for indirect, consequential, punitive, aggravated or exemplary damages (as opposed to direct damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby (or any breach thereof), the transactions contemplated hereby or thereby, any Accommodation or Documentary Credit or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby. (5) If, with respect to any applicable Lender, (i) any change in Law or any change in the interpretation or application of any Law occurring or becoming effective after the date hereof; or (ii) compliance by such Lender with any direction, request or requirement (whether or not having the force of Law) of any Governmental Entity (except where such compliance is in respect of any penalty or charges resulting from the failure to pay taxes) made or becoming effective after the date hereof, has the effect of causing Loss to such Lender by (v) increasing the cost to such Lender of performing its obligations under this Agreement or in respect of any Accommodations Outstanding (including the costs of maintaining any capital, reserve or special deposit requirements in connection therewith), (w) requiring such 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 Accommodations Outstanding or otherwise reducing the effective return to such Lender under this Agreement or in respect of any Accommodations Outstanding, (x) reducing any amount payable to such Lender under this Agreement or in respect of any Accommodations Outstanding by any amount it deems material (other than a reduction resulting from a higher rate of income tax relating to such Lender's income in general), (y) causing such Lender to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by such Lender under this Agreement or in respect of any Accommodations Outstanding, or (z) otherwise reducing the effective return to such Lender under this Agreement or in respect of any Accommodations Outstanding or on its total capital as a result of entering into this Agreement, then, so long as such Lender is taking corresponding action under its other credit facilities comparable to the Credit Facilities, such Lender may give notice to the Borrower specifying the nature of the event giving rise to such Loss and the Borrower may either; (iii) on demand, pay such amounts as such Lender may specify to be necessary to compensate it for any such Loss incurred after the date of such notice; or (iv) provided no Loss has yet been suffered by such Lender or the Borrower has paid the compensating amount to the Lender, repay the Accommodations Outstanding of such Lender and terminate such Lender's Commitments. A certificate as to the amount of any such Loss, providing reasonable detail of the calculation of such Loss and stating that the Loss calculated therein is not otherwise reflected or recovered in the interest rate on which any Type of Accommodation is based and has been calculated on a like basis for transactions comparable to the transaction contemplated hereby and for a borrower comparable to the Borrower, submitted in good faith by such Lender to the Borrower shall be conclusive and binding for all purposes, absent manifest error. The Borrower may in its sole discretion prepay Accommodations Outstanding to any Lender that has made a claim pursuant to this Section 12.06(5) (such Lender herein called a "Claiming Lender"), together with amounts, if any, required to compensate such Claiming Lender to the date of such prepayment and such Claiming Lender shall, upon receipt of such prepayment, assign its Lender's Commitment to one or more new financial institutions or existing Lenders which are (in the case of new financial institutions) acceptable to the Required Lenders and which agree to assume the Lender's Commitment of such Claiming Lender's pursuant to the terms and conditions of an assignment and assumption agreement in the form of Schedule 9. The provisions of Section 12.08 shall apply to such assignment mutatis mutandis. (6) The Borrower shall pay to the each applicable Lender on demand any amounts required to compensate the such Lender for any loss suffered or incurred by it as a result of (i) any payment being made (due to acceleration of the maturity of an Accommodation pursuant to Article 9, a mandatory or optional prepayment of principal or otherwise) by the Borrower in respect of a BA Instrument, Documentary Credit or Advance, other than on the maturity or expiration or on the last day of a Eurodollar 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 Accommodation in the manner and at the time specified in any Accommodation Notice; or (iiiv) 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 Loss submitted in good faith by a Lender to the Borrower shall be prima facie evidence of the amount of such lossconclusive and binding for all purposes, absent manifest error. (c7) All amounts due under this Section 12.06 shall be payable promptly after demand therefor. A certificate of the Administrative Agent or a Lender setting forth the amount or amounts owing to the Administrative Agent or any Lender as specified in this Section 12.06, including reasonable detail of the basis of calculation of the amount or amounts, and delivered to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (8) The provisions of this Section 9.6 12.06 shall survive the termination of this Agreement and the repayment of all Maturity AmountsAccommodations Outstanding. The Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of any Lender, the Lender Administrative Agent or any other Indemnified Person in respect of such Person’s losses 's Losses for 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. (a) The Borrower shall, whether or not the transaction transactions contemplated in this Agreement are completed, indemnify and hold each of the Lenders and the Administrative Agent and their Affiliates and each of their respective officers, directors, employees and agents (each an “Indemnified Person”) harmless from, and shall pay to such Indemnified Person on demand, demand any amounts required to compensate the Indemnified Person for, any claim claim, loss, cost or loss expense (including any reasonable legal cost) suffered by, imposed on, or asserted against, the Indemnified Person as a result of, connected with or arising out of of: (i) 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; or (ii) a default (whether or not constituting a Default or an Event of Default) by the Borrower, (ii) any proceedings brought against the Indemnified Person due to its entering into of any of the Loan Documents and performing its obligations under the Loan Documents except to the extent caused by the gross negligence or negligence, wilful misconduct or default of an the Indemnified Person as finally determined in a non-appealable judgment by a court of competent jurisdiction. (a) except to the extent the Borrower shall be prejudiced from instituting or defending any proceeding relating thereto) and the Borrower, upon request of the Indemnified Person, shall retain counsel satisfactory to the Indemnified Person, acting reasonably, to represent the Indemnified Person and any others the Borrower may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (iii) the presence atBorrower and the Indemnified Person shall have mutually agreed to the retention of such counsel; or (iv) the named parties to any such proceeding include the Borrower and the Indemnified Person and representation of such parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Borrower shall not, in connection with any proceeding or related proceedings in the same jurisdiction and other than as provided for in the preceding sentence, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. A certificate as to the amount of any such loss submitted in good faith by a Lender to the Borrower shall be prima facie evidence of such amount. (b) If, with respect to any Lender: (i) any change in Law of general application, or any change in the interpretation or application of any Law, occurring or becoming effective after the Effective Date and the date that the Lender became a party hereto; or (ii) compliance by 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 such date; has the effect of causing any loss to the Lender or reducing the Lender’s rate of return by (w) increasing the cost to the Lender of performing its obligations under this Agreement or in respect of any Accommodations Outstanding (including the costs of maintaining any capital, reserve, liquidity 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 the Lender’s income or capital in general), (x) requiring the Lender to maintain any liquidity or 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 Accommodations Outstanding, (y) reducing any amount payable to the Lender under this Agreement or in respect of any Accommodations Outstanding by any material amount, or (z) causing the Lender to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by the Lender under this Agreement or in respect of any Accommodations Outstanding, then the Lender may give notice to the Borrower specifying the nature and details of the event giving rise to the loss, together with a certificate of a duly authorized officer of the Lender setting forth the amount necessary to compensate the Lender for such loss and the basis of calculation thereof and the Borrower: (A) shall, on demand pay such amounts as the Lender specifies as necessary to compensate it for any such loss, reduction or under or expense, provided that if the discharge or likely discharge of contaminants from any Lender fails to give notice to the Borrower within three (3) months of the Subject Properties date on which the Lender should reasonably be expected to have been able to comply with its obligations to notify the Borrower as aforesaid, no payment of any compensation for such loss, reduction or any of the properties now or previously used expense shall be required to be made by the Borrower in respect of the period before the date the Lender has complied with its obligations as aforesaid except in circumstances where such loss, reduction or expense is imposed retrospectively; and (B) may, provided no loss has yet been suffered by the Lender or the Borrower has paid the compensating amount to the Lender, repay the Accommodations Outstanding to such Lender together with interest accrued thereon and unpaid Fees in relation thereto and terminate the Lender’s Commitment by notice to such Lender specifying the date of prepayment and the Borrower shall make such prepayment in accordance with such notice. A certificate as to the amount of any such loss submitted in good faith by a Lender to the Borrower shall be prima facie evidence of such amount. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any of its Subsidiaries, successor or similar authority) or the breach by United States, Canadian or non-compliance with any Environmental Law by any mortgagorother regulatory authorities, ownerin each case pursuant to Basel III ((i) and (ii) being, the “New Rules”), shall in each case be deemed to be a “change in Law” for the purposes of this Section 11.6(b), regardless of the date enacted, adopted or lessee of such propertiesissued, except in each case (iii) to the extent materially different from that in effect on the date hereof and (iv) to the extent that any such New Rules have general application to substantially all of the same have been caused by an Indemnified Partybanks which are subject to the New Rules in question. (bc) The Borrower shall pay to the each Lender on demand any amounts required to compensate the Lender for any loss suffered or incurred by it as a result of of: (i) any payment being made in respect of a BA Instrument, other than on the maturity thereof, or in respect of a Eurodollar Rate Advance, other than on the last day of the Interest Period thereof; (ii) the failure of the Borrower to give any notice in the manner and at the times required by this Agreement, or ; (iiiii) the failure of the Borrower to effect an Accommodation in the manner and at the time specified in any 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 such loss submitted in good faith by a Lender to the Borrower shall be prima facie evidence of the amount of such loss, absent manifest erroramount. (cd) The provisions of this Section 9.6 11.6 shall survive the termination of this Agreement and the repayment of all Maturity AmountsAccommodations Outstanding. The Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of any Lender, the Lender 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.