Common use of Indemnification by Lenders Clause in Contracts

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to indemnify Bank of America (to the extent not reimbursed by the Obligors and without limiting the obligations of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Bank of America in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, or any action taken or omitted by Bank of America in connection therewith; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Bank of America. Without limiting the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share of any costs or expenses payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 to the extent that Bank of America is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements of this Agreement. The agreements contained in this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving Loans.

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America (and hold harmless each Agent, to the extent that such Agent shall not have been timely reimbursed by the Obligors Borrower, based on and without limiting to the obligations extent of such Lender’s pro rata share (determined as of the Obligors hereunder or under any other Loan Document) ratably time that the applicable unreimbursed indemnity payment is sought), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ feescounsel fees and disbursements) or disbursements of any kind and or nature whatsoever that which may be imposed on, incurred by or asserted against Bank of America such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of any Canadian Revolving Loans this Agreement or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of the other Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, or any action taken or omitted by Bank of America in connection therewithDocuments; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable to any Agent for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent’s gross negligence or willful misconduct of Bank of America. Without limiting the foregoing, each Participating Canadian Lender or Participating ROW Lendermisconduct, as applicabledetermined by a final, agrees to reimburse Bank non-appealable judgment of America promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share a court of any costs or expenses payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 to the extent competent jurisdiction (it being understood and agreed that Bank of America is not promptly reimbursed for such costs and expenses by the Borrowers no action taken in accordance with the requirements directions of this Agreement. The agreements contained in this the Required Lenders (or such other Lenders as may be required to give such instructions under Section 2.10(e10.5) shall survive constitute gross negligence or willful misconduct). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full of all Canadian Revolving in accordance with such Lender’s pro rata share immediately prior to the date on which the Loans and ROW Revolving Loansare paid in full).

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Loan Parties) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this under Section 2.10 9.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers Borrowers. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. To the extent that the Administrative Agent shall perform any of its duties or obligations hereunder through an Affiliate or sub-agent, then all references to the “Administrative Agent” in accordance with the requirements this Section 8.05 shall be deemed to include any such Affiliate or sub-agent, as applicable. (a) For purposes of this AgreementSection 8.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments and Advances with respect to the applicable Tranche at such time. The agreements failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.05 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents. Advances outstanding under a Tranche will be converted by the Administrative Agent on a notional basis into the Equivalent amount of the Primary Currency of such Tranche for the purposes of making any allocations required under this Section 8.05.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Designated Agent (to the extent not reimbursed by the Obligors Borrower and without limiting the obligations obligation of the Obligors hereunder or under any other Loan Document) ratably for Borrower to do so), from and against such Lender’s pro rata share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Designated Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, this Agreement or any action taken or omitted by Bank of America in connection therewith; the Designated Agent under this Agreement (collectively, the “Indemnified Costs”), provided that (i) no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises Indemnified Costs resulting from the Designated Agent’s gross negligence or willful misconduct of Bank of Americaand (ii) provided that the Indemnified Costs were incurred by or asserted against the Designated Agent in its capacity as such. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Designated Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable its pro rata share of any costs or out-of-pocket expenses payable (including reasonable counsel fees) incurred by the Borrowers to Bank of America Designated Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of the Canadian Revolving Loans rights or the ROW Revolving Loans subject to responsibilities under, this Section 2.10 Agreement, to the extent that Bank of America the Designated Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this AgreementSection 9.15 applies whether any such investigation, litigation or proceeding is brought by the Designated Agent, any Lender or a third party. (b) The failure of any Lender to reimburse the Designated Agent promptly upon demand for its pro rata share of any amount required to be paid by the Lenders to the Designated Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Designated Agent for its pro rata share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Designated Agent for such other Lender’s pro rata share of such amount. The agreements Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 9.15 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the Notes.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrower) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 9.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) [intentionally omitted]. (c) For purposes of this AgreementSection 8.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments at such time. The agreements failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.05 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Designated Agent (to the extent not reimbursed by the Obligors Borrower and without limiting the obligations obligation of the Obligors hereunder or under any other Loan Document) ratably for Borrower to do so), from and against such Lender’s Pro Rata Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Designated Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, this Agreement or any action taken or omitted by Bank of America in connection therewith; the Designated Agent under this Agreement (collectively, the “Indemnified Costs”), provided that (i) no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises Indemnified Costs resulting from the Designated Agent’s gross negligence or willful misconduct of Bank of Americaand (ii) provided that the Indemnified Costs were incurred by or asserted against the Designated Agent in its capacity as such. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Designated Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share its Pro Rata Share of any costs or out-of-pocket expenses payable (including reasonable counsel fees) incurred by the Borrowers to Bank of America Designated Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of the Canadian Revolving Loans rights or the ROW Revolving Loans subject to responsibilities under, this Section 2.10 Agreement, to the extent that the Designated Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 9.16 applies whether any such investigation, litigation or proceeding is brought by the Designated Agent, any Lender or a third party. (b) Each Lender severally agrees to indemnify the Issuing Banks (to the extent not promptly reimbursed by the Borrower) from and against such Lender’s Pro Rata Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any such Issuing Bank in any way relating to or arising out of America this Agreement or any action taken or omitted by such Issuing Bank hereunder or in connection herewith; provided, however, that (i) no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Issuing Bank’s gross negligence or willful misconduct and (ii) provided that the indemnified amounts were incurred by or asserted against the Issuing Bank in its capacity as such. Without limitation of the foregoing, each Lender agrees to reimburse any such Issuing Bank promptly upon demand for its Pro Rata Share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrower under Section 9.04, to the extent that such Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. (c) The failure of any Lender to reimburse the requirements Designated Agent or any Issuing Bank promptly upon demand for its Pro Rata Share of this Agreementany amount required to be paid by the Lenders to the Designated Agent or such Issuing Bank as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Designated Agent or such Issuing Bank for its Pro Rata Share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Designated Agent or an Issuing Bank for such other Lender’s Pro Rata Share of such amount. The agreements Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 9.16 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the Notes.

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees The Lenders agree to indemnify Bank of America the Administrative Agent (to the extent not reimbursed by the Obligors and without limiting Borrower), ratably according to the obligations respective principal amounts of the Obligors hereunder Notes then owing to each of them (or under if no Notes are at the time outstanding or if any other Loan Document) Notes are held by persons which are not Lenders ratably for according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that which may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, this Agreement or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under this Agreement; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct on the part of Bank of Americathe Administrative Agent. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or out-of-pocket expenses payable (including counsel fees) incurred by the Borrowers to Bank of America Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document, or in connection with any refinancing or restructuring of the Canadian Revolving Loans credit arrangements provided pursuant to the Loan Documents, including, without limitation, in the nature of a workout or the ROW Revolving Loans subject to this Section 2.10 of any insolvency or bankruptcy proceedings to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements of this Agreement. The agreements contained in this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving LoansBorrower.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not reimbursed by the Obligors Borrower and without limiting the obligations obligation of the Obligors hereunder or under any other Loan Document) ratably for Borrower to do so), from and against such Lender’s pro rata share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, this Agreement or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under this Agreement (collectively, the “Indemnified Costs”); provided provided, that (i) no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises Indemnified Costs resulting from the Administrative Agent’s gross negligence or willful misconduct of Bank of Americaand (ii) the Indemnified Costs were incurred by or asserted against the Administrative Agent in its capacity as such. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable its pro rata share of any costs or out-of-pocket expenses payable (including reasonable counsel fees) incurred by the Borrowers to Bank of America Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of the Canadian Revolving Loans rights or the ROW Revolving Loans subject to responsibilities under, this Section 2.10 Agreement, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this AgreementSection 9.16 applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party. (b) [Reserved]. (c) The failure of any Lender to reimburse the Administrative Agent promptly upon demand for its pro rata share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its pro rata share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s pro rata share of such amount. The agreements Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 9.16 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the Notes.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America Administrative Agent, its affiliates and their respective directors, officers, agents and employees (to the extent not promptly reimbursed by the Obligors and without limiting the obligations of the Obligors hereunder or under any other Loan DocumentBorrower) ratably for in accordance with its interest in the Loan, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans Borrower under this Agreement or the ROW Revolving Loans subject to this Section 2.10 other Loan Documents, to the extent that Bank of America Administrative Agent is not promptly reimbursed for such costs and expenses by Borrower. In the Borrowers in accordance with case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 15.4 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) The failure of any Lender to reimburse Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by Lender to Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the requirements failure of this Agreementany other Lender to reimburse Administrative Agent for such other Lender’s ratable share of such amount. The agreements Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 15.4 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents.

Indemnification by Lenders. Each Participating Canadian To the extent that the Borrowers fails to pay any amount required to be paid by it to the Administrative Agent (and any subagent thereof), the Collateral Agent or any Issuing Bank under paragraph (a) or (b) of this Section, each Lender severally agrees to pay (without in any way limiting the Borrowers’ respective obligation to pay such amounts) to the Administrative Agent (and any sub-agent thereof) or Participating ROW Lendersuch Issuing Bank, as applicablethe case may be, agrees to indemnify Bank of America such Lender’s pro rata share (to the extent not reimbursed by the Obligors and without limiting the obligations determined as of the Obligors hereunder time that the applicable unreimbursed expense or under any other Loan Documentindemnity payment is sought) ratably for any and all liabilitiesof such unpaid amount, obligationsprovided that the unreimbursed expense or indemnified loss, lossesclaim, damagesdamage, penaltiesliability or related expense, actionsas the case may be, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, was incurred by or asserted against the Administrative Agent (and any sub-agent thereof) or such Issuing Bank of America in any way relating to or arising out its capacity as such. For purposes hereof, a Lender’s “pro rata share” of any Canadian amount payable to the Administrative Agent (and any sub-agent thereof) shall be determined based upon such Lender’s share of the sum of the total Revolving Loans or ROW Revolving Facility Exposure, outstanding Term Loans, respectivelyIncremental Loans and unused Commitments at the time, and a “Lender’s “pro rata share” of any amount payable to an Issuing Bank shall be determined based upon such Lender’s share of the sum of the total Revolving Facility Loans, L/C Exposure and unused Revolving Facility Commitments at the time. The indemnification obligations in this section shall survive the resignation or replacement of the Indemnitee under this Credit Agreement, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower termination or any ROW Borrower, respectively, or any action taken or omitted by Bank of America in connection therewith; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Bank of America. Without limiting the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share of any costs or expenses payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 to the extent that Bank of America is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements expiry of this Credit Agreement. The agreements contained in this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving Loans.

Indemnification by Lenders. Each Participating Canadian Lender The Lenders severally shall indemnify each LC Issuer acting in its capacity as an issuer of Facility LCs, and each officer, director, employee, agent and affiliate of such LC Issuer, ratably according to their Applicable Shares with respect to the USD Tranche LC Obligations or Participating ROW Lenderthe Multicurrency Tranche LC Obligations, as applicable, agrees to indemnify Bank of America (to the extent not reimbursed by the Obligors Company, from and without limiting the obligations of the Obligors hereunder or under any other Loan Document) ratably for against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may at any time (including, without limitation, at any time following the payment of any of the LC Obligations) be imposed on, incurred by or asserted against Bank of America such LC Issuer in any way relating to or arising out of any Canadian Revolving Loans the issuance of or ROW Revolving Loans, respectively, payment or any participations failure to pay under a Facility LC issued by Bank it or the use of America in any Letters of Credit issued for the account proceeds of any Canadian Borrower or any ROW Borrower, respectively, or any action taken or omitted by Bank of America in connection therewithpayment made under such Facility LC; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for the payment to an LC Issuer of any portion of the foregoing to the extent it arises such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever resulting from the such LC Issuer’s gross negligence or willful misconduct of Bank of Americamisconduct. Without limiting the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America promptly upon demand All obligations provided for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share of any costs or expenses payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 to 2.17 shall survive the extent that Bank of America is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements termination of this Agreement. The agreements contained in this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving Loans.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrower) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent, arising solely in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectivelyAdministrative Agent’s capacity as the Administrative Agent hereunder and under the other Loan Documents, or any action taken or omitted by Bank of America the Administrative Agent solely in connection therewithits capacity as the Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 9.03, to the extent that Bank of America the Administrative Agent, acting solely in its capacity as the Administrative Agent hereunder, is not promptly reimbursed for such costs and expenses by Borrower. In the Borrowers in accordance with the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.02 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) For purposes of this AgreementSection 8.02, each Lender’s ratable share of any amount shall be determined, as at the incurrence of the relevant Indemnified Costs, according to its share of the aggregate principal amount of the Advances outstanding at such time and the aggregate participation in the LC Disbursements at such time. The agreements failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.02 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents. (c) The Administrative Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent does not assume any responsibility for any failure or delay in performance or any breach by Borrower, SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT Lender or other Secured Party of any obligations under the Loan Documents. The Administrative Agent makes no express or implied representation, warranty or guarantee to the Secured Parties with respect to any Facility Obligations, Collateral, Loan Documents or Borrower. No Agent Indemnitee shall be responsible to the Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Facility Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of Borrower. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrower) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 9.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) [Reserved]. (c) For purposes of this AgreementSection 8.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments at such time. The agreements failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.05 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America each Agent (to the extent not promptly reimbursed by the Obligors Borrower) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America such Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewithsuch Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the any Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America each Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 9.04, to the extent that Bank of America such Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) For purposes of this AgreementSection 8.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Term Commitments at such time. The agreements failure of any Lender to reimburse any Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent for such other Lender’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.05 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrower) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 10.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 9.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (a) For purposes of this AgreementSection 9.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments at such time. The agreements failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. The term “Administrative Agent” shall be deemed to include the employees, directors, officers and affiliates of the Administrative Agent for purposes of this Section 9.05. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 9.05 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Loan Parties) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way ​ ​ relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 9.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this AgreementSection 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. The agreements contained To the extent that the Administrative Agent shall perform any of its duties or obligations hereunder through an Affiliate or sub-agent, then all references to the “Administrative Agent” in this Section 2.10(e) 8.05 shall survive payment in full of all Canadian Revolving Loans and ROW Revolving Loansbe deemed to include any such Affiliate or sub-agent, as applicable.

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees The Lenders agree to indemnify Bank of America each Issuing Lender (to the extent not reimbursed by the Obligors Borrower and without limiting the obligations of the Obligors hereunder or under any other Loan DocumentBorrower hereunder) ratably in accordance with their respective Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall be terminated and the Loans shall have been paid in full, ratably in accordance with such Percentages immediately prior to such date), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Bank of America such Issuing Lender in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters Letter of Credit issued for or the account of any Canadian Borrower or any ROW Borrower, respectively, transactions contemplated thereby or any action taken or omitted by Bank such Issuing Lender under any Letter of America Credit or any Loan Document in connection therewith; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Bank of Americathe Person to be indemnified. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America each Issuing Lender promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share its Percentage of any costs or expenses payable by the Borrowers Borrower to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 such Issuing Lender, to the extent that Bank of America such Issuing Lender is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements of this AgreementBorrower. The agreements agreement contained in this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving LoansObligations.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, of the Lenders agrees to indemnify Bank of America each Agent in its capacity as such (to the extent not reimbursed by the Obligors and without limiting the obligations obligation of the Obligors hereunder or under any other Loan Document) ratably for to do so), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements (including, without limitation, all Out-of-Pocket Expenses) of any kind and nature whatsoever that (including negligence on the part of such Agent) which may at any time be imposed on, incurred by or asserted against Bank of America such Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, this Agreement or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower ancillary documents or any ROW Borrower, respectively, documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by Bank of America such Agent under or in connection therewithwith any of the foregoing; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for the payment of any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the such Agent's gross negligence or willful misconduct of Bank of America. Without limiting the foregoing, each Participating Canadian Lender or Participating ROW Lendermisconduct, as applicable, agrees to reimburse Bank finally determined by a court of America promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share of any costs or expenses payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 to the extent that Bank of America is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements of this Agreementcompetent jurisdiction. The agreements contained in this Section 2.10(e) paragraph shall survive the payment of the Obligations and the Guaranty Obligations. (b) The Administrative Agent will use its reasonable business judgment in full handling the collection of the Accounts, enforcement of its rights hereunder and realization upon the Collateral but shall not be liable to the Lenders or any other Person for any action taken or omitted to be taken in good faith or on the written advice of counsel or otherwise as contemplated in Paragraph 15.4 of this Section 15. Each of the Lenders expressly releases the Administrative Agent from any and all Canadian Revolving Loans liability and ROW Revolving Loansresponsibility (express or implied), for any loss, depreciation of or delay in collecting or failing to realize on any Collateral, the Obligations, the Guaranty Obligations or any guaranties therefor (including the Guaranty) and for any mistake, omission or error in judgment in passing upon or accepting any Collateral or in making (or in failing to make) examinations or audits or for granting indulgences or extensions to the Obligors, any account debtor or any guarantor, other than resulting from the Administrative Agent's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction.

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Loan Parties) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this under Section 2.10 9.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrowers. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this AgreementSection 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. The agreements contained To the extent that the Administrative Agent shall perform any of its duties or obligations hereunder through an Affiliate or sub-agent, then all references to the “Administrative Agent” in this Section 2.10(e) 8.05 shall survive payment in full of all Canadian Revolving Loans and ROW Revolving Loansbe deemed to include any such Affiliate or sub-agent, as applicable.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrowers) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this under Section 2.10 9.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrowers. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) [Intentionally Omitted]. (c) For purposes of this AgreementSection 8.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments at such time. The agreements failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.05 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents.

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to indemnify Bank of America (to To the extent not reimbursed that the Borrower for any reason fails to pay any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by the Obligors it to any Agent (or any sub-agent thereof) (each such Person being called a “Lender Indemnified Party”) or any Related Party of any Lender Indemnified Party, and without limiting the obligations Obligations of the Obligors hereunder Borrower, each Lender severally agrees to pay to such Lender Indemnified Party or under any other Loan Documentsuch Related Party, as the case may be, ratably in accordance with such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought, or, if the applicable unreimbursed expense or indemnity payment is sought after the date upon which the Commitments have been terminated and the Obligations have been paid in full, then ratably in accordance with such Lender’s Applicable Percentage immediately prior to such date) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses of such unpaid amount (including attorneys’ fees) any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or disbursements of any kind and nature whatsoever that indemnified loss, claim, damage, liability or related expense, as the case may be imposed onbe, was incurred by or asserted against Bank of America such Lender Indemnified Party in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectivelyits capacity as such, or any participations by Bank against such Related Party acting for such Lender -183- Indemnified Party in connection with such capacity. All amounts due under this Section 10.03(c) shall be payable promptly after demand therefor. The obligations of America the Lenders under this paragraph (c) are subject to the provisions of Section 2.04(a). Any such Lender Indemnified Party in any Letters of Credit issued its capacity as such or such Related Party acting for the account of any Canadian Borrower such Lender Indemnified Party in connection with its capacity as such shall be fully justified in refusing to take or any ROW Borrower, respectively, or to continue to take any action taken under any Financing Document unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or omitted by Bank of America in connection therewith; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for continuing to take any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Bank of Americasuch action. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America any Lender Indemnified Party in its capacity as such or any Related Party acting for such Lender Indemnified Party in connection with its capacity as such promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share Applicable Percentage of any costs out-of-pocket expenses (including counsel fees and disbursements) incurred by such Lender Indemnified Party or expenses payable by such Related Party in connection with the Borrowers to Bank of America preparation, execution, administration or enforcement of, or legal advice in respect of rights or responsibilities under, the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 Financing Documents, to the extent that Bank of America such Lender Indemnified Party or such Related Party is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements of this Agreement. The agreements contained in this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving LoansBorrower.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Loan Parties) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this under Section 2.10 9.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers Borrowers. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. To the extent that the Administrative Agent shall perform any of its duties or obligations hereunder through an Affiliate or sub-agent, then all references to the “Administrative Agent” in accordance with the requirements this Section 8.05 shall be deemed to include any such Affiliate or sub-agent, as applicable. (a) For purposes of this AgreementSection 8.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments and Advances with respect to the applicable Tranche at such time (without exclusion of any Defaulting Lender). The agreements failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. The terms “Administrative Agent” shall be deemed to include the employees, directors, officers and affiliates of the Administrative Agent for purposes of this Section 8.05. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.05 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents. Advances outstanding under a Tranche will be converted by the Administrative 105 Agent on a notional basis into the Equivalent amount of the Primary Currency of such Tranche for the purposes of making any allocations required under this Section 8.05.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America each Agent (to the extent not promptly reimbursed by the Obligors Borrowers) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America such Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewithsuch Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the any Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America each Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this under Section 2.10 9.04, to the extent that Bank of America such Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrowers. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) For purposes of this AgreementSection 8.05, Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments at such time. The agreements failure of any Lender to reimburse any Agent promptly upon demand for its ratable share of any amount required to be paid by Lender to such Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse any Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse any Agent for such other Lender’s ratable share of such amount. The term “Agent” shall be deemed to include the employees, directors, officers and affiliates of each Agent for purposes of this Section 8.05. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.05 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrowers) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent, arising solely in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectivelyAdministrative Agent’s capacity the Administrative Agent hereunder and under the other Loan Documents, or any action taken or omitted by Bank of America the Administrative Agent solely in connection therewithits capacity as the Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this under Section 2.10 9.03, to the extent that Bank of America the Administrative Agent, acting solely in its capacity as the Administrative Agent hereunder, is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrowers. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.02 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) For purposes of this AgreementSection 8.02, each Lender’s ratable share of any amount shall be determined, as at the incurrence of the relevant Indemnified Costs, according to its share of the aggregate principal amount of the Advances outstanding at such time and the aggregate participation in the LC Disbursements at such time. The agreements failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.02 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents. ABL CREDIT AGREEMENT (c) The Administrative Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent does not assume any responsibility for any failure or delay in performance or any breach by any Borrower, Lender or other Secured Party of any obligations under the Loan Documents. The Administrative Agent makes no express or implied representation, warranty or guarantee to the Secured Parties with respect to any Facility Obligations, Collateral, Loan Documents or Borrower. No Agent Indemnitee shall be responsible to the Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Facility Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Borrower. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default.

Indemnification by Lenders. Each Participating Canadian To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof), an Issuing Bank, the Swingline Lender or Participating ROW Lenderany Related Party under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent (or such sub-agent), the applicable Issuing Bank, the Swingline Lender or the Related Party, as applicablethe case may be, agrees to indemnify Bank of America such Lender’s pro rata share (to the extent not reimbursed by the Obligors and without limiting the obligations determined as of the Obligors hereunder time that the applicable unreimbursed expense or under any other Loan Documentindemnity payment is sought) ratably for any and all liabilitiesof such unpaid amount; provided that the unreimbursed expense or indemnified loss, obligationsclaim, lossesdamage, damagesliability or related expense, penaltiesas the case may be, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the applicable Issuing Bank of America or the Swingline Lender in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectivelyits capacity as such, or against any participations by Bank Related Party of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, or any action taken or omitted by Bank of America in connection therewith; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for any of the foregoing acting for the Administrative Agent (or any such sub-agent), any Issuing Bank or any Swingline Lender in connection with such capacity; provided further that, with respect to such unpaid amounts owed to any Issuing Bank or any Swingline Lender in its capacity as such, or to any Related Party of any of the foregoing acting for any Issuing Bank or any Swingline Lender in connection with such capacity, only the Revolving Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures, unused Revolving Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term Loans and unused Term Commitments, in each case at that time. The obligations of the Lenders under this paragraph are subject to the extent it arises from the gross negligence or willful misconduct last sentence of Bank of America. Without limiting the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share of any costs or expenses payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 2.02(a) (which shall apply mutatis mutandis to the extent that Bank of America is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements of Lenders’ obligations under this Agreement. The agreements contained in this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving Loansparagraph).

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees The Lenders agree to indemnify Bank of America each Issuing Lender (to the extent not reimbursed by the Obligors Borrower and without limiting the obligations of the Obligors hereunder or under any other Loan DocumentBorrower hereunder) ratably in accordance with their respective Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall be terminated and the Loans shall have been paid in full, ratably in accordance with such Percentages immediately prior to such date), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ ' fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Bank of America such Issuing Lender in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters Letter of Credit issued for or the account of any Canadian Borrower or any ROW Borrower, respectively, transactions contemplated thereby or any action taken or omitted by Bank such Issuing Lender under any Letter of America Credit or any Loan Document in connection therewith; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Bank of Americathe Person to be indemnified. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America each Issuing Lender promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share its Percentage of any costs or expenses payable by the Borrowers Borrower to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 such Issuing Lender, to the extent that Bank of America such Issuing Lender is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements of this AgreementBorrower. The agreements agreement contained in this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving LoansObligations.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrower) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent, arising solely in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectivelyAdministrative Agent’s capacity the Administrative Agent hereunder and under the other Loan Documents, or any action taken or omitted by Bank of America the Administrative Agent solely in connection therewithits capacity as the Administrative Agent under the Loan Documents (collectively, the ”Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 9.03, to the extent that Bank of America the Administrative Agent, acting solely in its capacity as the Administrative Agent hereunder, is not promptly reimbursed for such costs and expenses by Borrower. In the Borrowers in accordance with the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.02 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) For purposes of this AgreementSection 8.02, each Lender’s ratable share of any amount shall be determined, as at the incurrence of the relevant Indemnified Costs, according to its share of the aggregate principal amount of the Advances outstanding at such time and the aggregate participation in the LC Disbursements at such time. The agreements failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by AMENDED AND RESTATED ABL CREDIT AGREEMENT the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.02 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents. (c) The Administrative Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by the Administrative Agent’s gross negligence or willful misconduct. The Administrative Agent does not assume any responsibility for any failure or delay in performance or any breach by Borrower, Lender or other Secured Party of any obligations under the Loan Documents. The Administrative Agent makes no express or implied representation, warranty or guarantee to the Secured Parties with respect to any Facility Obligations, Collateral, Loan Documents or Borrower. No Agent Indemnitee shall be responsible to the Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Facility Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of Borrower. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default.

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to indemnify Bank of America (to To the extent not reimbursed by the Obligors Borrower and without limiting the obligations Obligations of the Obligors hereunder or under any other Loan Document) Borrower hereunder, the Lenders agree to indemnify the Letter of Credit Issuer ratably in accordance with their respective Pro Rata Shares, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ ' fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Bank the Letter of America Credit Issuer in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters Letter of Credit issued for or the account of any Canadian Borrower or any ROW Borrower, respectively, transactions contemplated thereby or any action taken or omitted by Bank the Letter of America Credit Issuer under any Letter of Credit or any Loan Document in connection therewith; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Bank of Americathe person to be indemnified. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank the Letter of America Credit Issuer promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share its Pro Rata Share of any costs or expenses payable by the Borrowers Borrower to Bank the Letter of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 Credit Issuer, to the extent that Bank the Letter of America Credit Issuer is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements of this AgreementBorrower. The agreements Agreement contained in this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans other obligations. Concerning the Collateral and ROW the Related Loan Documents. Each Lender authorizes and directs the Administrative Agent to enter into the other Loan Documents, for the ratable benefit and obligation of the Administrative Agent and the Lenders. Each Lender agrees that any action taken by the Administrative Agent, Majority Lenders or Required Lenders, as applicable, in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Administrative Agent, the Majority Lenders, or the Required Lenders, as applicable, of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders. The Lenders acknowledge that the Revolving Loans, Agent Advances, Non-Ratable Loans, Bank Products and all interest, fees and expenses hereunder constitute one Debt, secured pari passu by all of the Collateral.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrower) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 10.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 9.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) For purposes of this AgreementSection 9.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments at such time. The agreements failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. The term “Administrative Agent” shall be deemed to include the employees, directors, officers and affiliates of the Administrative Agent for purposes of this Section 9.05. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 9.05 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to indemnify Bank of America the Agent in its capacity as such (to the extent not reimbursed by the Obligors Borrower and without limiting the obligations obligation of the Obligors hereunder or under any other Loan Document) ratably for Borrower to do so), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements (including, without limitation, all Out-of-Pocket Expenses) of any kind and nature whatsoever that (including negligence but not the gross negligence on the part of the Agent as determined by the final judgement of a court of competent jurisdiction) which may at any time be imposed on, incurred by or asserted against Bank of America the Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loansthis Agreement, respectively, the Loan Documents or any participations by Bank of America in any Letters of Credit issued for ancillary document or the account of any Canadian Borrower or any ROW Borrower, respectively, transactions contemplated hereby or any action taken or omitted by Bank of America the Agent under or in connection therewithwith any of the foregoing; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for the payment of any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Agent's gross negligence or willful wilful misconduct of Bank of America. Without limiting the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share of any costs or expenses payable determined by the Borrowers to Bank final judgement of America a court of competent jurisdiction. The agreements in respect this Section shall be severable from and shall survive any termination of this Agreement or the payment of the Canadian Revolving Loans or Obligations. (b) The Agent will use its reasonable business judgment in handling the ROW Revolving Loans subject to this Section 2.10 collection of the Accounts, enforcement of its rights hereunder and realization upon the Collateral but shall not be liable to the extent that Bank Lenders for any action taken or omitted to be taken in good faith or on the written advice of America is not promptly reimbursed counsel. Each Lender expressly releases the Agent from any and all liability and responsibility (express or implied), for such costs any loss, depreciation of or delay in collecting or failing to realize on any Collateral, the Obligations or any guarantees therefor and expenses by the Borrowers for any mistake, omission or error in judgment in passing upon or accepting any Collateral or in making (or in failing to make) examinations or audits or for granting indulgences or extensions to any Credit Party in accordance and consistent with the requirements terms and provisions of this Agreement. The agreements contained in this Section 2.10(e) shall survive payment in full , any account debtor or any guarantor, other than resulting from the Agent's gross negligence or wilful misconduct as determined by the final judgement of all Canadian Revolving Loans and ROW Revolving Loansa court of competent jurisdiction.

Indemnification by Lenders. (a) Each Participating Canadian Pounds Lender or Participating ROW Lender, as applicable, agrees to indemnify Bank of America DB AG (to the extent not reimbursed by the Obligors Borrower or UK Borrower and without limiting the obligations of the Obligors Borrower and UK Borrower hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Bank of America DB AG in any way relating to or arising out of any Canadian Pounds Sterling Denominated Revolving Credit Loans or ROW Revolving Loans, respectively, or any participations by Bank of America DB AG in any Letters of Credit issued for the account of any Canadian Borrower denominated in Pounds Sterling or any ROW Borrower, respectively, related LC Support or any action taken or omitted by Bank of America DB AG in connection therewith; provided that no Participating Canadian Lender or Participating ROW Pounds Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Bank of AmericaDB AG. Without limiting the foregoing, each Participating Canadian Pounds Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America DB AG promptly upon demand for such Participating Canadian Lender’s or Participating ROW Pounds Lender’s ratable share of any costs or expenses payable by the Borrowers to Bank of America DB AG in respect of the Canadian Pounds Sterling Denominated Revolving Credit Loans or the ROW Revolving Loans subject to this Section 2.10 to the extent that Bank of America DB AG is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements of this AgreementBorrowers. The agreements agreement contained in this Section 2.10(eSubsection 3.13.5(a) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving Credit Loans. (b) Each Participating Euro Lender agrees to indemnify DB AG (to the extent not reimbursed by Borrower or UK Borrower and without limiting the obligations of Borrower and UK Borrower hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against DB AG in any way relating to or arising out of any Euro Denominated Revolving Credit Loans or any participations by DB AG in any Letters of Credit denominated in Euros or related LC Support or any action taken or omitted by DB AG in connection therewith; provided that no Participating Euro Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of DB AG. Without limiting the foregoing, each Participating Euro Lender agrees to reimburse DB AG promptly upon demand for such Participating Euro Lender’s ratable share of any costs or expenses payable by the Borrowers to DB AG in respect of the Euro Denominated Revolving Credit Loans to the extent that DB AG is not promptly reimbursed for such costs and expenses by the Borrowers. The agreement contained in this Subsection 3.13.5(b) shall survive payment in full of all Revolving Credit Loans.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrower) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitslitigation, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, litigation, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non‑appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 9.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. If the Borrower shall reimburse the Administrative Agent for any Indemnified Costs following payment by any Lender to the Administrative Agent in accordance respect of such Indemnified Costs pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with the requirements each Lender making any such payment. (b) For purposes of this AgreementSection 8.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments at such time. The agreements failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. The term “Administrative Agent” shall be deemed to include the employees, directors, officers and affiliates of the Administrative Agent for purposes of this Section 8.05. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.05 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrower) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 10.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 9.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) For purposes of this AgreementSection 9.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments at such time. The agreements contained in this Section 2.10(e) failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall survive payment in full not relieve any other Lender of all Canadian Revolving Loans and ROW Revolving Loans.its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. The term “Administrative

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America each Agent (to the extent not promptly reimbursed by the Obligors Borrowers) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America such Agent, arising solely in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for such Agent’s capacity as an Agent hereunder and under the account of any Canadian Borrower or any ROW Borrower, respectivelyother Loan Documents, or any action taken or omitted by Bank of America such Agent solely in connection therewithits capacity as an Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America each Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this under Section 2.10 9.03, to the extent that Bank of America such Agent, acting solely in its capacity as an Agent hereunder, is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrowers. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.02 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) For purposes of this AgreementSection 8.02, each Lender’s ratable share of any amount shall be determined, as at the incurrence of the relevant Indemnified Costs, according to its share of the aggregate principal amount of the Advances outstanding at such time and the aggregate participation in the LC Disbursements at such time. The agreements failure of any Lender to reimburse any Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent for such other Lender’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.02 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrower) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 9.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) [Intentionally Omitted.] (c) For purposes of this AgreementSection 8.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments at such time. The agreements failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.05 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents.

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrower) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitslitigation, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, litigation, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non‑appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 9.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. In the requirements case of this Agreement. The agreements contained in any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 2.10(e) 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. If the Borrower shall survive reimburse the Administrative Agent for any Indemnified Costs following payment by any Lender to the Administrative Agent in full respect of all Canadian Revolving Loans and ROW Revolving Loanssuch Indemnified Costs pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lendershall, as applicableratably in accordance with its Percentage, agrees to indemnify Bank of America each LC Issuing Bank, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Obligors MHG Companies) against any cost, expense (including reasonable fees and without limiting the obligations disbursements of the Obligors hereunder counsel), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct or such LC Issuing Bank's failure to pay under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Bank of America in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters Letter of Credit issued for by it after the account presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit) that any Canadian Borrower such indemnitee may suffer or any ROW Borrower, respectively, incur in connection with this Section 2.05 or any action taken or omitted by such indemnitee under this Section 2.05. Each Lender's obligation in accordance with this Agreement to reimburse the LC Issuing Bank for its respective Percentage, as contemplated by Section 2.05(j), as a result of America in connection therewith; provided that no Participating Canadian Lender or Participating ROW Lender a drawing under a Letter of Credit, and the Obligations of any Borrower to reimburse the LC Issuing Bank upon a draw under a Letter of Credit, shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Bank of America. Without limiting the foregoingabsolute, each Participating Canadian Lender or Participating ROW Lenderunconditional and irrevocable, as applicable, agrees to reimburse Bank of America promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share of any costs or expenses payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 to the extent that Bank of America is not promptly reimbursed for such costs and expenses by the Borrowers shall be performed strictly in accordance with the requirements terms of this Section 2.05 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the LC Issuing Bank, any Borrower or other Person for any reason whatsoever; (ii) any lack of validity or enforceability of any Letter of Credit; (iii) the existence of any claim, set-off, defense or other right which any Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the LC Issuing Bank or any Lender or any other Person or, whether in connection with this Agreement. The agreements contained , the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any MHG Companies or their Affiliates and the beneficiary for which any Letter of Credit was procured); (iv) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the LC Issuing Bank has been notified thereof; (v) payment by the LC Issuing Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vi) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Borrower or Subsidiaries of a Borrower; (vii) any breach of this Section 2.10(eAgreement or any other Financing Document by any party thereto; (viii) the occurrence or continuance of an Insolvency Proceeding with respect to any Borrower; (ix) the fact that an Event of Default shall survive payment in full have occurred and be continuing; (x) the fact that the Commitment Termination Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xi) any other circumstances or happening whatsoever, whether or not similar to any of all Canadian Revolving Loans and ROW Revolving Loansthe foregoing.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America each Agent (to the extent not promptly reimbursed by the Obligors Borrowers) from and without limiting the obligations against such Lender's ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America such Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewithsuch Agent under the Loan Documents (collectively, the "INDEMNIFIED COSTS"); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the any Agent's gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America each Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this under Section 2.10 9.04, to the extent that Bank of America such Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrowers. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) For purposes of this AgreementSection 8.05, the Lenders' respective ratable shares of any amount shall be determined, at any time, according to their respective Term Commitments at such time. The agreements failure of any Lender to reimburse any Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent for such other Lender's ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.05 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents.

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank pay any amount required to be paid by Borrower or any Guarantor under paragraph (a) or (b) of America this Section 11.03 to Administrative Agent and any Related Party of Administrative Agent (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Obligors Borrower or any Guarantor and without limiting the obligations obligation of any Loan Party to do so), ratably according to their respective Applicable Percentages in effect on the Obligors hereunder or date on which indemnification is sought under any other Loan Document) this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably for in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements that are found by a final and nonappealable decision of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Bank a court of America in any way relating competent jurisdiction to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, or any action taken or omitted by Bank of America in connection therewith; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for any of the foregoing to the extent it arises have resulted from the such Agent Indemnitee’s gross negligence or willful misconduct of Bank of America. Without limiting the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share of any costs or expenses payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 to the extent that Bank of America is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements of this Agreementmisconduct. The agreements contained in this Section 2.10(e) shall survive the termination of this Agreement and the payment in full of all Canadian Revolving Loans and ROW Revolving Loansthe Obligations.

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to indemnify Bank of America (to To the extent not reimbursed that the Borrower for any reason fails to pay any amount required under paragraph (a) or (b) of this Section 9.03 to be paid by the Obligors it to any Agent (or any sub-agent thereof) (each such Person being called a “Lender Indemnified Party”) or any Related Party of any Lender Indemnified Party, and without limiting the obligations Obligations of the Obligors hereunder Borrower, each Lender severally agrees to pay to such Lender Indemnified Party or under any other Loan Documentsuch Related Party, as the case may be, ratably in accordance with such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought, or, if the applicable unreimbursed expense or indemnity payment is sought after the date upon which the Commitments have been terminated and the Obligations have been paid in full, then ratably in accordance with such Lender’s Applicable Percentage immediately prior to such date) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses of such unpaid amount (including attorneys’ fees) any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or disbursements of any kind and nature whatsoever that indemnified loss, claim, damage, liability or related expense, as the case may be imposed onbe, was incurred by or asserted against Bank of America such Lender Indemnified Party in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectivelyits capacity as such, or any participations by Bank against such Related Party acting for such Lender Indemnified Party in connection with such capacity. All amounts due under this Section 9.03(c) shall be payable promptly after demand therefor. The obligations of America the Lenders under this paragraph (c) are subject to the provisions of Section 2.04(a). Any such Lender Indemnified Party in any Letters of Credit issued its capacity as such or such Related Party acting for the account of any Canadian Borrower such Lender Indemnified Party in connection with its capacity as such shall be fully justified in refusing to take or any ROW Borrower, respectively, or to continue to take any action taken under any Financing Document unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or omitted by Bank of America in connection therewith; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for continuing to take any of the foregoing to the extent it arises from the gross negligence or willful misconduct of Bank of Americasuch action. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America any Lender Indemnified Party in its capacity as such or any Related Party acting for such Lender Indemnified Party in connection with its capacity as such promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share Applicable Percentage of any costs out-of-pocket expenses (including counsel fees and disbursements) incurred by such Lender Indemnified Party or expenses payable by such Related Party in connection with the Borrowers to Bank of America preparation, execution, administration or enforcement of, or legal advice in respect of rights or responsibilities under, the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 Financing Documents, to the extent that Bank of America such Lender Indemnified Party or such Related Party is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements of this Agreement. The agreements contained in this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving LoansBorrower.

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to The Lenders shall indemnify Bank upon demand the Administrative Agent (and any sub-agent thereof) and each of America their respective Related Parties (to the extent not reimbursed by the Obligors or on behalf of any Loan Party and without limiting the obligations obligation of any Loan Party to do so) on a pro rata basis (determined as of the Obligors hereunder time that the applicable unreimbursed expense or under indemnity payment is sought based on each Lender’s Applicable Percentage of the Outstanding Amount at such time (or if such indemnity payment is sought after the date on which the Loans have been paid in full, in accordance with their respective Applicable Percentages of the Outstanding Amount immediately prior to the date on which the Loans are paid in full)), and hold harmless each of the Administrative Agent (and any other Loan Documentsub-agent thereof) ratably for and each of their respective Related Parties from and against any and all liabilitiesIndemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to the Administrative Agent (or any sub-agent thereof) or any of their respective Related Parties of any portion of such Indemnified Liabilities resulting from such Person’s own gross negligence or willful misconduct as determined by the final non-appealable judgment of a court of competent jurisdiction; provided further that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 10.04(c). In the case of any investigation, obligationslitigation or proceeding giving rise to any Indemnified Liabilities, lossesthis Section 10.04(c) applies whether any such investigation, damageslitigation or proceeding is brought by any Lender or any other Person. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, penaltieseach Lender severally agrees to pay to the Administrative Agent (determined as of the time that the applicable unreimbursed expense is sought based on each Lender’s Applicable Percentage of the Outstanding Amount at such time (or if such unreimbursed expense is sought after the date on which the Loans have been paid in full, actions, judgments, suits, costs, expenses in accordance with their respective Applicable Percentages of the Outstanding Amount immediately prior to the date on which the Loans are paid in full)) of such unpaid amount (including attorneysany such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ fees) Applicable Percentage (determined as of the time that the applicable unreimbursed expense or disbursements of any kind and nature whatsoever that indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be imposed onbe, was incurred by or asserted against Bank of America the Administrative Agent (or any such sub-agent) in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectivelyits capacity as such, or against any participations by Bank Related Party of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, or any action taken or omitted by Bank of America in connection therewith; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the extent it arises from provisions of Section 2.11(d). Each Lender hereby authorizes the gross negligence Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or willful misconduct of Bank of America. Without limiting the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share of any costs or expenses otherwise payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans Administrative Agent or the ROW Revolving Loans subject Collateral Agent to such Lender from any source against any amount due to the Administrative Agent or any of their Related Parties under this Section 2.10 to the extent that Bank of America is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements of this Agreement. The agreements contained in this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving Loans10.04(c).

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Agents (to the extent not promptly reimbursed by the Obligors Borrowers) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Agents in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Agents under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the either Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Agents promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this under Section 2.10 9.04, to the extent that Bank of America is the Agents are not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrowers. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) For purposes of this AgreementSection 8.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Revolving Credit Commitments at such time. The agreements failure of any Lender to reimburse the Agents promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Agents as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Agents for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Agents for such other Lender’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.05 shall survive the payment in full of principal, interest and all Canadian other amounts payable hereunder and under the other Loan Documents. Australian Dollar Revolving Loans and ROW Revolving LoansCredit Commitment will be converted by the Administrative Agent on a notional basis into the Equivalent amount of Singapore Dollars solely for the purposes of making any allocations required under this Section 8.05(b).

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, of the Lenders agrees to indemnify Bank of America each Agent in its capacity as such (to the extent not reimbursed by the Obligors and without limiting the obligations obligation of the Obligors hereunder or under any other Loan Document) ratably for to do so), from and against any and all liabilities, obligations, 118 losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements (including, without limitation, all Out-of-Pocket Expenses) of any kind whatsoever (including negligence on the part of such Agent) which may at any time be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of this Financing Agreement or any ancillary documents or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements resulting solely from such Agent's gross negligence or willful misconduct, as finally determined by a court of any kind competent jurisdiction. The agreements in this paragraph shall survive the payment of the Obligations and nature whatsoever that may the Guaranty Obligations. (b) The Administrative Agent will use its reasonable business judgment in handling the collection of the Accounts, enforcement of its rights hereunder and realization upon the Collateral but shall not be imposed on, incurred by or asserted against Bank of America in any way relating liable to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, the Lenders or any participations by Bank of America in any Letters of Credit issued other Person for the account of any Canadian Borrower or any ROW Borrower, respectively, or any action taken or omitted by Bank to be taken in good faith or on the written advice of America counsel or otherwise as contemplated in connection therewith; provided that no Participating Canadian Lender Paragraph 16.4 of this Section 16. Each of the Lenders expressly releases the Administrative Agent from any and all liability and responsibility (express or Participating ROW Lender shall be liable implied), for any loss, depreciation of or delay in collecting or failing to realize on any Collateral, the foregoing Obligations, the Guaranty Obligations or any guaranties therefor (including the Guaranty) and for any mistake, omission or error in judgment in passing upon or accepting any Collateral or in making (or in failing to make) examinations or audits or for granting indulgences or extensions to the extent it arises Obligors, any account debtor or any guarantor, other than resulting from the Administrative Agent's gross negligence or willful misconduct of Bank of America. Without limiting the foregoing, each Participating Canadian Lender or Participating ROW Lendermisconduct, as applicable, agrees to reimburse Bank finally determined by a court of America promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share of any costs or expenses payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 to the extent that Bank of America is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements of this Agreement. The agreements contained in this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving Loanscompetent jurisdiction.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrower) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitslitigation, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, litigation, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non‑appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 9.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. If the Borrower shall reimburse the Administrative Agent for any Indemnified Costs following payment by any Lender to the Administrative Agent in accordance respect of such Indemnified Costs pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with the requirements each Lender making any such payment. (b) For purposes of this AgreementSection 8.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments at such time. The agreements failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. The term “Administrative Agent” shall be deemed to include the employees, directors, officers and affiliatesAffiliates of the Administrative Agent for purposes of this Section 8.05. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.05 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not reimbursed by the Obligors Borrower and without limiting the obligations obligation of the Obligors hereunder or under any other Loan Document) ratably for Borrower to do so), from and against such Lender’s Pro Rata Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, this Agreement or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under this Agreement (collectively, the “Indemnified Costs”); provided provided, that (i) no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises Indemnified Costs resulting from the Administrative Agent’s gross negligence or willful misconduct of Bank of Americaand (ii) the Indemnified Costs were incurred by or asserted against the Administrative Agent in its capacity as such. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share its Pro Rata Share of any costs or out-of-pocket expenses payable (including reasonable counsel fees) incurred by the Borrowers to Bank of America Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of the Canadian Revolving Loans rights or the ROW Revolving Loans subject to responsibilities under, this Section 2.10 Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 9.16 applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party. (b) Each Lender severally agrees to indemnify the Issuing Banks (to the extent not promptly reimbursed by the Borrower) from and against such Lender’s Pro Rata Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any such Issuing Bank in any way relating to or arising out of America this Agreement or any action taken or omitted by such Issuing Bank hereunder or in connection herewith; provided, however, that (i) no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Issuing Bank’s gross negligence or willful misconduct and (ii) provided, that the indemnified amounts were incurred by or asserted against the Issuing Bank in its capacity as such. Without limitation of the foregoing, each Lender agrees to reimburse any such Issuing Bank promptly upon demand for its Pro Rata Share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrower under Section 9.04, to the extent that such Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. (c) The failure of any Lender to reimburse the requirements Administrative Agent or any Issuing Bank promptly upon demand for its Pro Rata Share of this Agreementany amount required to be paid by the Lenders to the Administrative Agent or such Issuing Bank as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent or such Issuing Bank for its Pro Rata Share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent or an Issuing Bank for such other Lender’s Pro Rata Share of such amount. The agreements Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 9.16 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the Notes.

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrower) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 10.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. In the requirements case of this Agreement. The agreements contained in any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving Loans9.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to indemnify Bank of America the Agent in its capacity as such (to the extent not reimbursed by the Obligors Borrowers and without limiting the obligations obligation of the Obligors hereunder or under any other Loan Document) ratably for Borrowers to do so), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements (including, without limitation, all Out-of-Pocket Expenses) of any kind and nature whatsoever that (including negligence but not the gross negligence on the part of the Agent as determined by the final judgement of a court of competent jurisdiction) which may at any time be imposed on, incurred by or asserted against Bank of America the Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loansthis Agreement, respectively, the Loan Documents or any participations by Bank of America in any Letters of Credit issued for ancillary document or the account of any Canadian Borrower or any ROW Borrower, respectively, transactions contemplated hereby or any action taken or omitted by Bank of America the Agent under or in connection therewithwith any of the foregoing; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for the payment of any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Agent’s gross negligence or willful wilful misconduct of Bank of America. Without limiting the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share of any costs or expenses payable determined by the Borrowers to Bank final judgement of America a court of competent jurisdiction. The agreements in respect this Section 16.9 shall be severable from and shall survive any termination of this Agreement or the payment of the Canadian Revolving Loans or Obligations. (b) The Agent will use its reasonable business judgment in handling the ROW Revolving Loans subject to this Section 2.10 collection of the Accounts, enforcement of its rights hereunder and realization upon the Collateral but shall not be liable to the extent that Bank Lenders for any action taken or omitted to be taken in good faith or on the written advice of America is not promptly reimbursed counsel. Each Lender expressly releases the Agent from any and all liability and responsibility (express or implied), for such costs any loss, depreciation of or delay in collecting or failing to realize on any Collateral, the Obligations or any guarantees therefor and expenses by the Borrowers for any mistake, omission or error in judgment in passing upon or accepting any Collateral or in making (or in failing to make) examinations or audits or for granting indulgences or extensions to any Credit Party in accordance and consistent with the requirements terms and provisions of this Agreement. The agreements contained in this Section 2.10(e) shall survive payment in full , any account debtor or any guarantor, other than resulting from the Agent’s gross negligence or wilful misconduct as determined by the final judgement of all Canadian Revolving Loans and ROW Revolving Loansa court of competent jurisdiction.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrower) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitslitigation, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, litigation, costs, expenses or disbursements resulting from the Administrative Agent ’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 10.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 9.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) [Reserved.] (c) For purposes of this AgreementSection 9.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments at such time. The agreements contained in failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. The term “Administrative Agent” shall be deemed to include the employees, directors, officers and affiliates of the Administrative Agent for purposes of this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving Loans9.

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrower) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 9.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. In the requirements case of this Agreement. The agreements contained in any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving Loans8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person.

Indemnification by Lenders. Each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees The Lenders agree to indemnify Bank each of America the Lender Agents (to the extent not reimbursed by the Obligors and without limiting Borrower), ratably according to the obligations respective principal amounts of the Obligors hereunder A Notes then owing to each of them (or under if no A Notes are at the time outstanding or if any other Loan Document) A Notes are held by persons which are not Lenders ratably for according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that which may be imposed on, incurred by by, or asserted against Bank of America any Lender Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, this Agreement or any action taken or omitted by Bank of America in connection therewithany Lender Agent under this Agreement; provided that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Lender Agent's, gross negligence or willful misconduct of Bank of Americamisconduct. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America such Lender Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs out-of-pocket expenses (including counsel fees) incurred by much Lender Agent in connection with the preparation, execution, delivery, administration, modification, amendment or expenses payable by the Borrowers to Bank of America enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document, or in connection with any refinancing or restructuring of the Canadian Revolving Loans credit arrangements provided pursuant to the Loan Documents, including in the nature of a workout or the ROW Revolving Loans subject to this Section 2.10 of any insolvency or bankruptcy proceedings to the extent that Bank of America such Lender Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with the requirements of this Agreement. The agreements contained in this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving LoansBorrower.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Administrative Agent (to the extent not promptly reimbursed by the Obligors Borrowers) from and without limiting the obligations against such Lender’s ratable share (determined as provided below) of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and or nature whatsoever that may be imposed on, incurred by by, or asserted against Bank of America the Administrative Agent in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, Loan Documents or any action taken or omitted by Bank of America in connection therewiththe Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided provided, however, that no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of Bank of Americacompetent jurisdiction. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse Bank of America the Administrative Agent promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s its ratable share of any costs or and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this under Section 2.10 9.04, to the extent that Bank of America the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrowers. In the requirements case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. (b) For purposes of this AgreementSection 8.05, the Lenders’ respective ratable shares of any amount shall be determined, at any time, according to their respective Commitments at such time. The agreements failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lender to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. The term “Administrative Agent” shall be deemed to include the employees, directors, officers and affiliates of the Administrative Agent for purposes of this Section 8.05. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.05 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the other Loan Documents.

Indemnification by Lenders. Each Participating Canadian To the extent that the Obligors fail to pay any amount required to be paid by them to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or Participating ROW Lenderindemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicablethe case may be, agrees to indemnify Bank of America (to the extent not reimbursed by the Obligors and without limiting the obligations of the Obligors hereunder or under any other Loan Document) ratably for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, was incurred by or asserted against Bank of America the Administrative Agent in its capacity as such. To the extent that the Obligors fail to pay any way relating amount required to or arising out be paid by them to a Revolving Issuing Lender of any Canadian Class under paragraph (a) or (b) of this Section 11.03, each Revolving Loans Credit Lender severally agrees to pay to such Issuing Lender such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or ROW Revolving Loans, respectively, or any participations by Bank indemnity payment is sought) of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, or any action taken or omitted by Bank of America in connection therewithsuch unpaid amount; provided that no Participating Canadian Lender the unreimbursed expense or Participating ROW Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence indemnified loss, claim, damage, liability or willful misconduct of Bank of America. Without limiting the foregoing, each Participating Canadian Lender or Participating ROW Lenderrelated expense, as applicablethe case may be, agrees to reimburse Bank of America promptly upon demand for was incurred by or asserted against such Participating Canadian Lender’s or Participating ROW Lender’s ratable share of any costs or expenses payable by the Borrowers to Bank of America Issuing Lender in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Section 2.10 to its capacity as such. To the extent that Bank of America is not promptly reimbursed for such costs and expenses the Obligors fail to pay any amount required to be paid by the Borrowers in accordance with the requirements them to a Synthetic LC Issuing Lender under paragraph (a) or (b) of this Agreement. The agreements contained Section 11.03, each Synthetic LC Lender severally agrees to pay to such Issuing Lender such Lender’s Applicable Percentage (determined as of the 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 or asserted against such Issuing Lender in this Section 2.10(e) shall survive payment in full of all Canadian Revolving Loans and ROW Revolving Loansits capacity as such.

Indemnification by Lenders. (a) Each Participating Canadian Lender or Participating ROW Lender, as applicable, severally agrees to indemnify Bank of America the Designated Agent (to the extent not reimbursed by the Obligors Borrower and without limiting the obligations obligation of the Obligors hereunder or under any other Loan Document) ratably for Borrower to do so), from and against such Lender’s Pro Rata Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements of any kind or nature whatsoever that maybe imposed on, incurred by, or asserted against the Designated Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Designated Agent under this Agreement (collectively, the “Indemnified Costs”), provided that (i) no Lender shall be liable for any portion of the Indemnified Costs resulting from the Designated Agent’s gross negligence or willful misconduct and (ii) provided that the Indemnified Costs were incurred by or asserted against the Designated Agent in its capacity as such. Without limitation of the foregoing, each Lender agrees to reimburse the Designated Agent promptly upon demand for its Pro Rata Share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Designated Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Designated Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.16 applies whether any such investigation, litigation or proceeding is brought by the Designated Agent, any Lender or a third party. (b) Each Lender severally agrees to indemnify the Issuing Banks (to the extent not promptly reimbursed by the Borrower) from and against such Lender’s Pro Rata Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by by, or asserted against any such Issuing Bank of America in any way relating to or arising out of any Canadian Revolving Loans or ROW Revolving Loans, respectively, or any participations by Bank of America in any Letters of Credit issued for the account of any Canadian Borrower or any ROW Borrower, respectively, this Agreement or any action taken or omitted by such Issuing Bank of America hereunder or in connection therewithherewith; provided provided, however, that (i) no Participating Canadian Lender or Participating ROW Lender shall be liable for any portion of the foregoing to the extent it arises such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the such Issuing Bank’s gross negligence or willful misconduct of and (ii) provided that the indemnified amounts were incurred by or asserted against the Issuing Bank of Americain its capacity as such. Without limiting limitation of the foregoing, each Participating Canadian Lender or Participating ROW Lender, as applicable, agrees to reimburse any such Issuing Bank of America promptly upon demand for such Participating Canadian Lender’s or Participating ROW Lender’s ratable share its Pro Rata Share of any costs or and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrowers to Bank of America in respect of the Canadian Revolving Loans or the ROW Revolving Loans subject to this Borrower under Section 2.10 8.04, to the extent that such Issuing Bank of America is not promptly reimbursed for such costs and expenses by the Borrowers in accordance with Borrower. (c) The failure of any Lender to reimburse the requirements Designated Agent or any Issuing Bank promptly upon demand for its Pro Rata Share of this Agreementany amount required to be paid by the Lenders to the Designated Agent or such Issuing Bank as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Designated Agent or such Issuing Bank for its Pro Rata Share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Designated Agent or an Issuing Bank for such other Lender’s Pro Rata Share of such amount. The agreements Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section 2.10(e) 8.16 shall survive the payment in full of principal, interest and all Canadian Revolving Loans other amounts payable hereunder and ROW Revolving Loansunder the Notes.