Common use of Costs, Expenses and Indemnity Clause in Contracts

Costs, Expenses and Indemnity. (1) The Borrower shall, whether or not the transactions hereby contemplated are consummated, indemnify and hold each Lender and the Agent harmless from, and shall pay upon notice by the Agent any amounts required to compensate such Person for, any Claim or Loss suffered by, imposed on or asserted against the Agent and each Lender as a result of, in respect of, connected with or arising out of (i) the preparation, execution and delivery of, preservation of rights under, enforcement of, and refinancing, renegotiation or restructuring of, the Credit Documents and any amendment, waiver or consent relating thereto; (ii) reasonable fees associated with any advice of Agent's counsel as to the rights and duties of the Agent and the Lenders with respect to the Transaction and the administration of the Credit Facilities, the Credit Documents or any transaction contemplated thereunder; (iii) a default (whether or not constituting a Default or an Event of Default) by the Borrower or Guarantor hereunder; and (iv) any proceedings brought against the Agent or any of the Lenders due to its entering into this Agreement, performing its obligations under this Agreement, providing any Accommodation or any use of any Accommodation by the Borrower, save and except in each case for the gross negligence, fraud or misconduct of the Agent or any Lender. (2) The Borrower shall indemnify and hold the Lenders and the Agent and each of their respective officers, directors, employees and agents (collectively, the `'Indemnified Parties") harmless from and against any and all Environmental Liabilities and Costs incurred or suffered by, or asserted against, any of the Indemnified Parties (except for Environmental Liabilities and Costs attributable to the gross negligence, fraud or wilful misconduct of the Indemnified Parties) in connection with the Credit Facilities, including all Environmental Liabilities and Costs with respect to or as a direct or indirect result of, (i) the presence on or under or the Release or likely Release of Hazardous Substances from any properties now, or any time heretofore or hereafter, owned, leased, operated or used by the Borrower, Guarantor or any of their respective Subsidiaries; or (ii) the breach by any mortgagor, owner or lessee of such properties in their use of such properties of any Environmental Laws. (3) If, with respect to any 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 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, acting reasonably (other than a reduction resulting from a higher rate of income or capital tax relating to such Lender's income or capital 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 such Lender may give written 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; or (iv) provided no Loss has yet been suffered by a Lender or the Borrower has paid the compensating amount to the Lender, repay the Accommodations Outstanding and terminate such Lender's Commitments. A certificate as to the amount of any such Loss, submitted in good faith by a Lender to the Borrower, shall constitute evidence of such amounts absent manifest error. (4) The Borrower shall pay to each Lender no later than three Business Days after receiving written notice from the Agent any amounts required to compensate such Lender for any Loss suffered or incurred by such Lender as a result of (i) any payment being made (due to acceleration of the maturity of any Accommodation pursuant to Article 9, a mandatory or optional prepayment of principal or otherwise) in respect of a Bankers' Acceptance, Draft, BA Equivalent Note or Letter of Credit or Advance, otherwise than on the maturity or expiration thereof; (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

Costs, Expenses and Indemnity. (1) The Borrower shallshall reimburse and pay ------------------------------ the Agent, whether or not the transactions hereby contemplated are consummated, indemnify and hold each Lender Issuer and the Agent harmless fromLenders for all fees, costs and shall pay upon notice by expenses (including, without limitation, attorneys' fees, court costs and legal expenses and consultants' and experts' fees and expenses, the Agent any amounts required to compensate such Person forcosts of the Agent's inspection of the Collateral and the costs and expenses of title or lien searches and filing and recording fees and expenses), any Claim reasonably incurred or Loss suffered by, imposed on or asserted against the Agent and each Lender as a result of, expended in respect of, connected connection with or arising out of (i) the preparation, execution and delivery of, preservation of rights under, enforcement of, and refinancing, renegotiation or restructuring ofthis Agreement, the Credit Working Capital Notes and the other Loan Documents, (ii) the enforcement of this Agreement, the Working Capital Notes and the other Loan Documents and any amendmentamendments, waiver waivers or consent relating thereto; modifications of such documents, (iiiii) reasonable fees associated with the breach by Borrower of any advice of Agent's counsel as to the rights and duties of the Agent and the Lenders with respect to the Transaction and the administration of the Credit Facilitiesrepresentation or warranty contained in this Agreement, the Credit Security Documents or any transaction contemplated thereunder; (iii) a default (whether or not constituting a Default or an Event of Default) by the Borrower or Guarantor hereunder; and other Loan Document, (iv) the failure by Borrower to perform any proceedings brought against the Agent agreement, covenant, condition, indemnity or any of the Lenders due to its entering into obligation contained in this Agreement, performing its obligations the Security Documents or any other Loan Document, (v) the Agent's or the Lenders' exercise of any of their rights and remedies under this Agreement, providing any Accommodation the Security Documents and the other Loan Documents, or any use of any Accommodation by (vi) the Borrower, save and except in each case for the gross negligence, fraud or misconduct protection of the Agent or any Lender. (2) The Collateral and the liens thereon and security interests therein. Borrower shall indemnify indemnify, defend and hold harmless the Lenders and Agent, the Agent Issuer 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 (collectively, the `'herein individually called an "Indemnified Party," and ----------------- collectively called "Indemnified Parties") harmless from and against against, and reimburse and ------------------- pay Indemnified Parties with respect to, any and all Environmental Liabilities claims, demands, liabilities, losses, damages (including, without limitation, actual, consequential, exemplary and Costs 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 character, known or unknown, fixed or contingent, that may be imposed upon, asserted against or incurred or suffered bypaid by or on behalf of any Indemnified Party on account of, in connection with, or asserted against, arising out of (a) any bodily injury or death or property damage occurring in or upon or in the vicinity of the Indemnified Parties Collateral through any cause whatsoever, (except for Environmental Liabilities 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 other Loan Documents, (c) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Collateral or with this Agreement, the Security Documents or any other Loan Documents, and Costs attributable (d) subject to the exceptions and limitations contained in the Security Agreements, the violation of or failure to comply with any statute, law, rule, regulation or order now existing or hereafter occurring, including without limitation, "Environmental Laws" (as defined in the Security Agreements) and statutes, laws, rules, regulations and orders relating to "Hazardous Substances" (as defined in the Security Agreements). The foregoing indemnities shall not apply to any Indemnified Party to the extent the subject of the indemnification is caused by or arises out of the gross negligence, fraud negligence or wilful willful misconduct of that or another Indemnified Party or a successful suit by Borrower against such Indemnified Party. If Borrower and the Indemnified Parties) Party are jointly named in connection with any action covered by this Section 14, the Credit Facilities, including all Environmental Liabilities and Costs with respect to or as a direct or indirect result of, (i) Indemnified Party shall cooperate in the presence on or under or the Release or likely Release of Hazardous Substances from any properties now, or any time heretofore or hereafter, owned, leased, operated or used by the Borrower, Guarantor or any of their respective Subsidiaries; or (ii) the breach by any mortgagor, owner or lessee defense of such properties in their use of such properties of any Environmental Laws. (3) If, with respect action to any Lender (i) any change in Law, the extent its own rights or any change defenses are not compromised thereby. Subject to the exceptions and limitations contained in the interpretation Security Agreements, the foregoing indemnities shall not terminate upon release, foreclosure or application other termination 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 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 the Security Documents, but shall survive such release, foreclosure or termination and the repayment of the Loans. Any amount to be paid hereunder by Borrower to the Agent, the Issuer or any Accommodations Outstanding (including Lender or for which Borrower has indemnified an Indemnified Party shall be a demand obligation owing by Borrower to the costs of maintaining any capitalAgent, reserve the Issuer 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 and shall bear interest at the effective return to such Lender under this Agreement or in respect of any Accommodations OutstandingLate Payment Rate until paid, (x) reducing any amount payable to such Lender under this Agreement or in respect of any Accommodations Outstanding by any amount it deems material, acting reasonably (other than and shall constitute a reduction resulting from a higher rate of income or capital tax relating to such Lender's income or capital 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 such Lender may give written notice to the Borrower specifying the nature part of the event giving rise to such Loss Working Capital Loan and be indebtedness secured by 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; or (iv) provided no Loss has yet been suffered by a Lender or the Borrower has paid the compensating amount to the Lender, repay the Accommodations Outstanding and terminate such Lender's Commitments. A certificate as to the amount of any such Loss, submitted in good faith by a Lender to the Borrower, shall constitute evidence of such amounts absent manifest errorSecurity Documents. (4) The Borrower shall pay to each Lender no later than three Business Days after receiving written notice from the Agent any amounts required to compensate such Lender for any Loss suffered or incurred by such Lender as a result of (i) any payment being made (due to acceleration of the maturity of any Accommodation pursuant to Article 9, a mandatory or optional prepayment of principal or otherwise) in respect of a Bankers' Acceptance, Draft, BA Equivalent Note or Letter of Credit or Advance, otherwise than on the maturity or expiration thereof; (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

Costs, Expenses and Indemnity. Borrower shall reimburse and pay the Lender for all fees, costs and expenses (1) The Borrower shallincluding, whether or not without limitation, attorneys' fees, court costs and legal expenses and consultants' and experts' fees and expenses, the transactions hereby contemplated are consummated, indemnify and hold each Lender costs of the Lender's inspection of the Collateral and the Agent harmless fromcosts and expenses of title or lien searches and filing and recording fees and expenses), and shall pay upon notice by the Agent any amounts required to compensate such Person for, any Claim reasonably incurred or Loss suffered by, imposed on or asserted against the Agent and each Lender as a result of, expended in respect of, connected connection with or arising out of (i) the preparation, execution execution, delivery and delivery of, preservation enforcement of rights under, enforcement of, and refinancing, renegotiation or restructuring of, the Credit Documents and any amendment, waiver or consent relating thereto; (ii) reasonable fees associated with any advice of Agent's counsel as to the rights and duties of the Agent and the Lenders with respect to the Transaction and the administration of the Credit Facilities, the Credit Documents or any transaction contemplated thereunder; (iii) a default (whether or not constituting a Default or an Event of Default) by the Borrower or Guarantor hereunder; and (iv) any proceedings brought against the Agent or any of the Lenders due to its entering into this Agreement, performing its obligations under this Agreement, providing any Accommodation or any use of any Accommodation by the Borrower, save and except in each case for the gross negligence, fraud or misconduct of the Agent or any Lender. (2) The Borrower shall indemnify and hold the Lenders Note and the Agent and each of their respective officers, directors, employees and agents other Loan Documents (collectively, the `'Indemnified Parties") harmless from and against any and all Environmental Liabilities and Costs incurred or suffered by, or asserted against, any of the Indemnified Parties (except for Environmental Liabilities and Costs attributable to the gross negligence, fraud or wilful misconduct of the Indemnified Parties) other than legal fees in connection with the Credit Facilities, including all Environmental Liabilities and Costs with respect to or as a direct or indirect result of, (i) initial closing of the presence on or under or the Release or likely Release of Hazardous Substances from any properties now, or any time heretofore or hereafter, owned, leased, operated or used Revolving Loan which shall be paid by the BorrowerLender), Guarantor and any amendments, waivers or any of their respective Subsidiaries; or modifications thereof, (ii) the breach by any mortgagor, owner or lessee of such properties in their use of such properties the Borrower of any Environmental Laws. (3) If, with respect to any Lender (i) any change representation or warranty contained 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 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, acting reasonably (other than a reduction resulting from a higher rate of income or capital tax relating to such Lender's income or capital 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 such Lender may give written notice to the Borrower specifying the nature of the event giving rise to such Loss and the Borrower may eitherSecurity Documents or any other Loan Document, (iii) on demand, pay such amounts as such Lender may specify to be necessary to compensate it for any such Loss; or (iv) provided no Loss has yet been suffered by a Lender or the Borrower has paid the compensating amount to the Lender, repay the Accommodations Outstanding and terminate such Lender's Commitments. A certificate as to the amount of any such Loss, submitted in good faith by a Lender to the Borrower, shall constitute evidence of such amounts absent manifest error. (4) The Borrower shall pay to each Lender no later than three Business Days after receiving written notice from the Agent any amounts required to compensate such Lender for any Loss suffered or incurred by such Lender as a result of (i) any payment being made (due to acceleration of the maturity of any Accommodation pursuant to Article 9, a mandatory or optional prepayment of principal or otherwise) in respect of a Bankers' Acceptance, Draft, BA Equivalent Note or Letter of Credit or Advance, otherwise than on the maturity or expiration thereof; (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 by the Borrower to effect perform any agreement, covenant, condition, indemnity or obligation contained in this Agreement, the Security Documents or any other Loan Document, (iv) the Lender's exercise of any of its rights and remedies under this Agreement, the Security Documents and the other Loan Documents, or (v) the protection of the Collateral and the Liens thereon and security interests therein. The Borrower shall indemnify, defend and hold harmless the Lender and persons or entities owned or controlled by or affiliated with the Lender and their respective directors, officers, shareholders, partners, employees, consultants and agents (herein individually called an Accommodation "Indemnified Party," and collectively called "Indemnified Parties") from and against, and reimburse and pay Indemnified Parties with respect to, any and all claims, demands, 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 character, known or unknown, fixed or contingent, that may be imposed upon, asserted against or incurred or paid by or on behalf of any Indemnified Party on account of, in connection with, or arising out of (a) any bodily injury or death or property damage occurring in or upon or in connection with the 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 other Loan Documents, (c) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Collateral or with this Agreement, the Security Documents or any other Loan Documents, and (d) subject to the exceptions and limitations contained in the manner Security Documents, the violation of or failure to comply with any statute, law, rule, regulation or order now existing or hereafter occurring, including without limitation, Environmental Laws. The foregoing indemnities shall not apply to any Indemnified Party to the extent the subject of the indemnification is caused by or arises out of the gross negligence or willful misconduct of Indemnified Party or a successful suit by the Borrower against such Indemnified Party. If the Borrower and at the time specified Indemnified Party are jointly named in any Accommodation Notice; oraction covered by this Section 10.6, the Indemnified Party shall cooperate in the defense of such action to the extent its own rights or defenses are not compromised thereby. Subject to the exceptions and limitations contained in the Security Documents, the foregoing indemnities shall not terminate upon release, foreclosure or other termination of this Agreement or the Security Documents, but shall survive such release, foreclosure or termination and the repayment of the Revolving Loans. Any amount to be paid hereunder by the Borrower to the Lender or for which the Borrower has indemnified an Indemnified Party shall constitute a part of the Revolving Loan and be indebtedness secured by the Security Documents.

Costs, Expenses and Indemnity. (1) The Borrower shall, whether or not the transactions hereby contemplated are consummated, indemnify indemnifies and agrees to defend and hold each Lender and harmless the Agent harmless fromAgent, the Issue Lender, and shall pay upon notice by the Agent any amounts required to compensate such Person for, any Claim or Loss suffered by, imposed on or asserted against the Agent and each Lender as a result of, in respect of, connected with or arising out of (i) the preparation, execution and delivery of, preservation of rights under, enforcement of, and refinancing, renegotiation or restructuring of, the Credit Documents and any amendment, waiver or consent relating thereto; (ii) reasonable fees associated with any advice of Agent's counsel as to the rights and duties of the Agent and the Lenders with respect to the Transaction and the administration of the Credit Facilities, the Credit Documents or any transaction contemplated thereunder; (iii) a default (whether or not constituting a Default or an Event of Default) by the Borrower or Guarantor hereunder; and (iv) any proceedings brought against the Agent or any of the Lenders due to its entering into this Agreement, performing its obligations under this Agreement, providing any Accommodation or any use of any Accommodation by the Borrower, save and except in each case for the gross negligence, fraud or misconduct of the Agent or any Lender. (2) The Borrower shall indemnify and hold the Lenders and the Agent and each of their respective directors, officers, directorsagents, employees and agents counsel (collectively, the `'Indemnified Partieseach an "INDEMNIFIED PERSON") harmless from and against any and all Environmental Liabilities and Costs losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them (except to the extent that it is finally judicially determined to have resulted from their own gross negligence or suffered bywillful misconduct) arising out of or by reason of (a) any litigation, investigations, claims or proceedings which arise out of or are in any way related to (i) this Credit Agreement, any other Credit Document or the transactions contemplated hereby, (ii) the issuance of the Letters of Credit, (iii) the failure of the Issue Lender to honor a drawing under any Letter of Credit, as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, (iv) any actual or proposed use by the Borrower of the proceeds of the Accommodations, or asserted against(v) the Agent's or the Lenders' entering into this Credit Agreement, the other Credit Documents or any other agreements and documents relating hereto, (b) any remedial or other action taken by the Borrower or any Additional Loan Party or any of the Indemnified Parties (except for Environmental Liabilities and Costs attributable to the gross negligence, fraud or wilful misconduct of the Indemnified Parties) Lenders in connection with compliance by the Credit Facilities, including all Environmental Liabilities and Costs with respect to or as a direct or indirect result of, (i) the presence on or under or the Release or likely Release of Hazardous Substances from any properties now, Borrower or any time heretofore Additional Loan Party or hereafterany of their Subsidiaries, owned, leased, operated or used by the Borrower, Guarantor or any of their respective Subsidiaries; properties, with any federal, provincial or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines, (iic) the presence of contaminants at, on or under, or the discharge or reasonably likely discharge of contaminants from any of the properties now or previously used by the Borrower or any Addition Loan Party, or the breach or non-compliance with any Environmental Law by any mortgagor, owner or lessee of such properties properties. In addition, the Borrower shall, upon demand, pay to the Agent and any Lender all costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent or such Lender in their use (w) enforcing or defending its rights under or in respect of such properties this Credit Agreement, the other Credit Documents or any other document or instrument now or hereafter executed and delivered in connection herewith, (x) in collecting all or any part of the Obligations, (y) in foreclosing or otherwise collecting upon the Collateral or any Environmental Lawspart thereof (including, without limiting the foregoing, in preserving the security interest in, possession of, repairing, protecting, ensuring, preparing for disposition, foreclosing, realizing, collecting, selling, transferring, delivering or obtaining payment of the Collateral) and (z) obtaining any legal, accounting or other advice (including remuneration of receivers) in connection with any of the foregoing. (2) The Borrower agrees to reimburse the Agent's Expenses promptly on demand. (3) If, with respect to any Lender the Lender, (i) any change in Lawany law, rule, regulation, judgment or order of general application, or any change in the interpretation or application of any Law such law, rule, regulation, judgment or order, occurring or becoming effective after the date hereof; this date, or (ii) compliance by such the Lender with any direction, request or requirement (whether or not having the force of Lawlaw) of any Governmental Entity Authority made or becoming effective after the date hereofdate, has the effect of causing Loss any loss to such the Lender or reducing the Lender's rate of return by (vw) increasing the cost to such the 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 but other than a reduction resulting from a higher rate or from a change in connection therewiththe calculation of income or capital tax relating to the Lender's income or capital in general), (wx) requiring such 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 Accommodations Outstanding or otherwise reducing the effective return to such Lender under this Agreement or in respect of any Accommodations Outstanding, (xy) reducing any amount payable to such the Lender under this Agreement or in respect of any Accommodations Outstanding by any amount it deems material, acting reasonably (other than a reduction resulting from a higher rate of income or capital tax relating to such Lender's income or capital in general)material amount, (yz) causing such the Lender to make any payment or to forego any return on, or calculated by reference to, any amount received or receivable by such the Lender under this Agreement or in respect of any Accommodations Outstanding, or (z) otherwise reducing then 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 such Lender may give written notice to the Borrower specifying the nature of the event giving rise to such Loss the loss and the Borrower may eithershall, (iii) subject to Section 11.9, on demand, pay such amounts as such the Lender may specify to be specifies is necessary to compensate it for any such Loss; or (iv) provided no Loss has yet been suffered by a Lender or the Borrower has paid the compensating amount to the Lender, repay the Accommodations Outstanding and terminate such Lender's Commitmentsloss. A certificate as to the amount of any such Loss, loss submitted in good faith by a the Lender to the BorrowerBorrower shall be conclusive and binding for all purposes, shall constitute evidence of such amounts absent manifest error. (4) The Borrower shall pay to each Lender no later than three Business Days after receiving written notice from the Agent on demand any amounts required to compensate such the Lender for any Loss loss suffered or incurred by such Lender it as a result of (i) any payment or prepayment being made (due to acceleration of the maturity of any Accommodation pursuant to Article 9, a mandatory or optional prepayment of principal or otherwise) in respect of a Bankers' AcceptanceBA Instrument, Draft, BA Equivalent Note or Letter of Credit or Advance, otherwise Advance other than on the maturity or expiration thereof; or on the last day of an Eurodollar Interest Period applicable to it, or (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 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 Accommodation Notice; orloss submitted in good faith by the Lender to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (5) The provisions of this Section 11.6 shall survive the termination of this Agreement and the repayment of all Accommodations Outstanding. The Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of the Lender, the 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 shallshall reimburse and pay ------------------------------ the Agent, whether or not the transactions hereby contemplated are consummated, indemnify and hold each Lender Issuer and the Agent harmless fromLenders for all fees, costs and shall pay upon notice by expenses (including, without limitation, attorneys' fees, court costs and legal expenses and consultants' and experts' fees and expenses, the Agent any amounts required to compensate such Person forcosts of the Agent's inspection of the Collateral and the costs and expenses of title or lien searches and filing and recording fees and expenses), any Claim reasonably incurred or Loss suffered by, imposed on or asserted against the Agent and each Lender as a result of, expended in respect of, connected connection with or arising out of (i) the preparation, execution and delivery of, preservation of rights under, enforcement of, and refinancing, renegotiation or restructuring ofthis Agreement, the Credit Notes and the other Loan Documents, (ii) the enforcement of this Agreement, the Notes and the other Loan Documents and any amendmentamendments, waiver waivers or consent relating thereto; modifications of such documents, (iiiii) reasonable fees associated with the breach by Borrower of any advice of Agent's counsel as to the rights and duties of the Agent and the Lenders with respect to the Transaction and the administration of the Credit Facilitiesrepresentation or warranty contained in this Agreement, the Credit Security Documents or any transaction contemplated thereunder; (iii) a default (whether or not constituting a Default or an Event of Default) by the Borrower or Guarantor hereunder; and other Loan Document, (iv) the failure by Borrower to perform any proceedings brought against the Agent agreement, covenant, condition, indemnity or any of the Lenders due to its entering into obligation contained in this Agreement, performing its obligations the Security Documents or any other Loan Document, (v) the Agent's or the Lenders' exercise of any of their rights and remedies under this Agreement, providing any Accommodation the Security Documents and the other Loan Documents, or any use of any Accommodation by (vi) the Borrower, save and except in each case for the gross negligence, fraud or misconduct protection of the Agent or any Lender. (2) The Collateral and the liens thereon and security interests therein. Borrower shall indemnify indemnify, defend and hold harmless the Lenders and Agent, the Agent Issuer 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 (collectively, the `'herein individually called an "Indemnified Party," and ----------------- collectively called "Indemnified Parties") harmless from and against against, and reimburse and ------------------- pay Indemnified Parties with respect to, any and all Environmental Liabilities claims, demands, liabilities, losses, damages (including, without limitation, actual, consequential, exemplary and Costs 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 character, known or unknown, fixed or contingent, that may be imposed upon, asserted against or incurred or suffered bypaid by or on behalf of any Indemnified Party on account of, in connection with, or asserted against, arising out of (a) any bodily injury or death or property damage occurring in or upon or in the vicinity of the Indemnified Parties Collateral through any cause whatsoever, (except for Environmental Liabilities 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 other Loan Documents, (c) any transaction, act, omission, event or circumstance arising out of or in any way connected with the Collateral or with this Agreement, the Security Documents or any other Loan Documents, and Costs attributable (d) subject to the exceptions and limitations contained in the Mortgages, the violation of or failure to comply with any statute, law, rule, regulation or order now existing or hereafter occurring, including without limitation, "Environmental Laws" (as defined in the Mortgages) and statutes, laws, rules, regulations and orders relating to "Hazardous Substances" (as defined in the Mortgages). The foregoing indemnities shall not apply to any Indemnified Party to the extent the subject of the indemnification is caused by or arises out of the gross negligence, fraud negligence or wilful willful misconduct of that or another Indemnified Party or a successful suit by Borrower against such Indemnified Party. If Borrower and the Indemnified Parties) Party are jointly named in connection with any action covered by this Section 13, the Credit Facilities, including all Environmental Liabilities and Costs with respect to or as a direct or indirect result of, (i) Indemnified Party shall cooperate in the presence on or under or the Release or likely Release of Hazardous Substances from any properties now, or any time heretofore or hereafter, owned, leased, operated or used by the Borrower, Guarantor or any of their respective Subsidiaries; or (ii) the breach by any mortgagor, owner or lessee defense of such properties in their use of such properties of any Environmental Laws. (3) If, with respect action to any Lender (i) any change in Law, the extent its own rights or any change defenses are not compromised thereby. Subject to the exceptions and limitations contained in the interpretation Mortgages, the foregoing indemnities shall not terminate upon release, foreclosure or application other termination 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 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 the Security Documents, but shall survive such release, foreclosure or termination and the repayment of the Loans. Any amount to be paid hereunder by Borrower to the Agent, the Issuer or any Accommodations Outstanding (including Lender or for which Borrower has indemnified an Indemnified Party shall be a demand obligation owing by Borrower to the costs of maintaining any capitalAgent, reserve the Issuer 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 and shall bear interest at the effective return to such Lender under this Agreement or in respect of any Accommodations OutstandingLate Payment Rate until paid, (x) reducing any amount payable to such Lender under this Agreement or in respect of any Accommodations Outstanding by any amount it deems material, acting reasonably (other than and shall constitute a reduction resulting from a higher rate of income or capital tax relating to such Lender's income or capital 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 such Lender may give written notice to the Borrower specifying the nature part of the event giving rise to such Loss Loans and be indebtedness secured by 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; or (iv) provided no Loss has yet been suffered by a Lender or the Borrower has paid the compensating amount to the Lender, repay the Accommodations Outstanding and terminate such Lender's Commitments. A certificate as to the amount of any such Loss, submitted in good faith by a Lender to the Borrower, shall constitute evidence of such amounts absent manifest errorSecurity Documents. (4) The Borrower shall pay to each Lender no later than three Business Days after receiving written notice from the Agent any amounts required to compensate such Lender for any Loss suffered or incurred by such Lender as a result of (i) any payment being made (due to acceleration of the maturity of any Accommodation pursuant to Article 9, a mandatory or optional prepayment of principal or otherwise) in respect of a Bankers' Acceptance, Draft, BA Equivalent Note or Letter of Credit or Advance, otherwise than on the maturity or expiration thereof; (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

Costs, Expenses and Indemnity. (1a) The Borrower shallCompany shall indemnify, whether or not hold harmless and defend the transactions hereby contemplated are consummatedAgent, indemnify and hold each Lender and the Agent harmless fromLender, and shall pay upon notice by the Agent any amounts required to compensate such Person foreach L/C Issuer, any Claim or Loss suffered byeach Receiver, imposed on or asserted against the Agent and each Lender as a result ofDelegate, in respect ofeach nominee, connected with or arising out of (i) the preparation, execution and delivery of, preservation of rights under, enforcement of, and refinancing, renegotiation or restructuring of, the Credit Documents and any amendment, waiver or consent relating thereto; (ii) reasonable fees associated with any advice of Agent's counsel as to the rights and duties of the Agent and the Lenders with respect to the Transaction and the administration of the Credit Facilities, the Credit Documents or any transaction contemplated thereunder; (iii) a default (whether or not constituting a Default or an Event of Default) by the Borrower or Guarantor hereunder; and (iv) any proceedings brought against the Agent or any of the Lenders due to its entering into this Agreement, performing its obligations under this Agreement, providing any Accommodation or any use of any Accommodation by the Borrower, save and except in each case for the gross negligence, fraud or misconduct of the Agent or any Lender. (2) The Borrower shall indemnify and hold the Lenders and the Agent manager and each of their respective officers, directors, employees and agents Related Persons (collectively, the `'Indemnified Parties"each such Person being an “Indemnitee”) harmless from and against any all Liabilities (including brokerage commissions, fees and all Environmental Liabilities and Costs other compensation) that may be imposed on, incurred or suffered by, by or asserted againstagainst any such Indemnitee in any matter relating to, any of the Indemnified Parties (except for Environmental Liabilities and Costs attributable to the gross negligencearising out of, fraud or wilful misconduct of the Indemnified Parties) in connection with the Credit Facilities, including all Environmental Liabilities and Costs with respect to or as a direct or indirect result of, (i) the presence on or under or the Release or likely Release of Hazardous Substances from any properties now, or any time heretofore or hereafter, owned, leased, operated or used by the Borrower, Guarantor or any of their respective Subsidiaries; or (ii) the breach by any mortgagor, owner or lessee of such properties in their use of such properties of any Environmental Laws. (3) If, with respect to any 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 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, acting reasonably (other than a reduction resulting from a higher rate of income or capital tax relating to such Lender's income or capital 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 such Lender may give written 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; or (iv) provided no Loss has yet been suffered by a Lender or the Borrower has paid the compensating amount to the Lender, repay the Accommodations Outstanding and terminate such Lender's Commitments. A certificate as to the amount of any such Loss, submitted in good faith by a Lender to the Borrower, shall constitute evidence of such amounts absent manifest error. (4) The Borrower shall pay to each Lender no later than three Business Days after receiving written notice from the Agent any amounts required to compensate such Lender for any Loss suffered or incurred by such Lender as a result of (i) any payment being made Loan Document, any Obligation (due to acceleration or the repayment thereof), any Letter of Credit, the use or intended use of the maturity proceeds of any Accommodation pursuant to Article 9, a mandatory Loan or optional prepayment the use of principal or otherwise) in respect of a Bankers' Acceptance, Draft, BA Equivalent Note or any Letter of Credit or Advanceany securities filing of, otherwise than on the maturity or expiration thereof; with respect to, any Credit Party, (ii) the failure any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Credit Party or any Affiliate of any of them in connection with any of the Borrower to give foregoing and any notice Contractual Obligation entered into in the manner and at the times required by this Agreement; connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding relating to the failure foregoing, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of securities or creditors (and including reasonable attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise or (iv) any other act, event or transaction related, contemplated in or attendant to any of the Borrower foregoing (collectively, the “Indemnified Matters”); provided, however, that no Credit Party shall have any liability under this Clause 20 to effect an Accommodation any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted from the gross negligence or wilful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, the Company waives and agrees not to assert against any Indemnitee, and shall cause each other Credit Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person or any Indemnitee (subject to the proviso above in the manner immediately preceding sentence). (b) Without limiting the foregoing, “Indemnified Matters” includes all Environmental Liabilities, including those arising from, or otherwise involving, any property of any Credit Party or any Related Person of any Credit Party or any actual, alleged or prospective damage to property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or natural resource or any property on or contiguous to any Real Estate of any Credit Party or any Related Person or any Credit Party, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Credit Party or any Related Person of any Credit Party or the owner, lessee or operator of any property of any Related Person through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) are incurred solely following foreclosure by the Agent or following the Agent or any Lender having become the successor-in-interest to any Credit Party or any Related Person of any Credit Party and at (ii) are attributable solely to acts of such Indemnitee. For the time specified avoidance of doubt, the rights to indemnification set out herein shall be in any Accommodation Notice; oraddition to and not in anyway in limitation of Section 9.5 (Costs and Expenses) of the Credit Agreement.

Costs, Expenses and Indemnity. (1) The Borrower Borrowers shall, whether or not the transactions hereby contemplated in this Agreement are consummatedcompleted, indemnify and hold each Lender 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 upon notice by the Agent to such Indemnified Person on demand any amounts required to compensate such the Indemnified Person for, any Claim claim or Loss loss suffered by, imposed on on, or asserted against against, the Agent and each Lender Indemnified Person as a result of, in respect of, connected with or arising out of (i) the preparation, execution and delivery of, preservation of rights under, enforcement of, and refinancing, renegotiation or restructuring of, the Credit Documents and any amendment, waiver or consent relating thereto; (ii) reasonable fees associated with any advice of Agent's counsel as to the rights and duties of the Agent and the Lenders with respect to the Transaction and the administration of the Credit Facilities, the Credit Documents or any transaction contemplated thereunder; (iii) a default (whether or not constituting a Default or an Event of Default) by the Borrower or Guarantor hereunder; and a Borrower, (ivii) any proceedings brought against the Agent or any of the Lenders Indemnified Person due to its entering into this Agreement, any of the Credit Documents and performing its obligations under this Agreement, providing any Accommodation or any use of any Accommodation the Credit Documents except to the extent caused by the Borrower, save and except in each case for the gross negligence, fraud negligence or willful misconduct of the Agent Indemnified Person, and (iii) the presence of contaminants at, on or under, or the discharge or likely discharge of contaminants from, any of the 96 -95- properties now or previously used by the Borrowers or any Lenderof their Subsidiaries, or the breach by, or non-compliance with, any Environmental Law by any mortgagor, owner, or lessee of such properties. (2) The Borrower shall indemnify and hold the Lenders and the Agent and each of their respective officers, directors, employees and agents (collectively, the `'Indemnified Parties") harmless from and against any and all Environmental Liabilities and Costs incurred or suffered by, or asserted against, any of the Indemnified Parties (except for Environmental Liabilities and Costs attributable to the gross negligence, fraud or wilful misconduct of the Indemnified Parties) in connection with the Credit Facilities, including all Environmental Liabilities and Costs with respect to or as a direct or indirect result of, (i) the presence on or under or the Release or likely Release of Hazardous Substances from any properties now, or any time heretofore or hereafter, owned, leased, operated or used by the Borrower, Guarantor or any of their respective Subsidiaries; or (ii) the breach by any mortgagor, owner or lessee of such properties in their use of such properties of any Environmental Laws. (3) If, with respect to any Lender Lender, (i) any change in Lawlaw, rule, regulation, judgment or order of general application, or any change in the interpretation or application of any Law such law, rule, regulation, judgment or order, occurring or becoming effective after the date hereof; this date, or (ii) compliance by such the Lender with any direction, request or requirement (whether or not having the force of Lawlaw) of any Governmental Entity made or becoming effective after the date hereofthis date, has the effect of causing Loss any loss to such the Lender or reducing the Lender's rate of return by (vw) increasing the cost to such the 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 therewithrequirements), (wx) requiring such 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 Accommodations Outstanding or otherwise reducing the effective return to such Lender under this Agreement or in respect of any Accommodations Outstanding, (xy) reducing any amount payable to such the Lender under this Agreement or in respect of any Accommodations Outstanding by any amount it deems material, acting reasonably (other than a reduction resulting from a higher rate of income or capital tax relating to such Lender's income or capital in general)material amount, (yz) causing such the 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 (but other than a loss or on its total reduction resulting from a higher rate or a change in the calculation of income or capital as a result of entering into this Agreementtax relating to the Lender's income or capital in general), then such the Lender may give written notice to the a Borrower specifying the nature of the event giving rise to such Loss the loss and the Borrower may either, (iii) on demand, pay such amounts as such the Lender may specify to be specifies is necessary to compensate it for any such Loss; loss, or (iv) provided no Loss loss has yet been suffered by a the Lender or the a Borrower has paid the compensating amount to the Lender, repay the applicable Accommodations Outstanding and terminate such the Lender's Commitments. A certificate as to the amount of any such Loss, loss submitted in good faith by a Lender to the Borrowera Borrower shall be conclusive and binding for all purposes, shall constitute evidence of such amounts absent manifest error. (43) The Borrower Borrowers shall pay to each Lender no later than three Business Days after receiving written notice from the Agent Lenders on demand any amounts required to compensate such Lender the Lenders for any Loss loss suffered or incurred by such Lender them as a result of (i) any payment being made (due to acceleration of the maturity of any Accommodation pursuant to Article 9, a mandatory or optional prepayment of principal or otherwise) in respect of a Bankers' AcceptanceBA Instrument, Draft, BA Equivalent Note or Letter of Documentary Credit or Advance, otherwise Advance other than on the maturity or expiration thereof; or on the last day of a Libor 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; , (iii) the failure of the a Borrower to effect an Accommodation in the manner and at the time specified in any Accommodation Notice; or, 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 submitted in good faith by a Lender to 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 11.06 shall survive the termination of this Agreement and the repayment of all Accommodations Outstanding. Each Borrower acknowledges that neither its obligation to indemnify nor any actual indemnification by it of any 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.