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 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. (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. (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 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. (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 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 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. 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 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 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 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. (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, 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. 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 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. (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 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, 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, 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 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 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. (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.