Common use of Indemnification; Nature of Lenders’ Duties Clause in Contracts

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the Agreement, each of the Borrowers, jointly and severally, hereby agrees to pay and to protect, indemnify, and save harmless each Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and allocated costs of internal counsel) that one or more Agents may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (B) the failure of one or more Agents or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case, other than to the extent solely as a result of the gross negligence or willful misconduct of such Agent or such Lender (as finally determined by a court of competent jurisdiction); provided, however, that no cash or assets of any Canadian Credit Party shall be applied, directly or indirectly, to the Obligations of the US Borrowers. (ii) As between one or more Agents and any Lender and Borrowers, Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries, of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, neither Agent nor any Lender shall be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided, that in the case of any payment by any Applicable Agent under any Letter of Credit or guaranty thereof, such Agent shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty thereof; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Letter of Credit or guaranty thereof or of the proceeds thereof; (G) the credit of the proceeds of any drawing under any Letter of Credit or guaranty thereof; and (H) any consequences arising from causes beyond the control of the Applicable Agent or any Lender. None of the above shall affect, impair, or prevent the vesting of one or more Agents’ or any Lender’s rights or powers hereunder or under the Agreement. (iii) Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by any Borrower in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among such Borrower and such L/C Issuer, including an Application and Agreement for Documentary Letter of Credit or a Master Documentary Agreement and a Master Standby Agreement entered into with one or more Agents. ANNEX C (Section 1.8) to CREDIT AGREEMENT I. Domestic Cash Management (a) On or before the Closing Date and until the Termination Date, WESCO Distribution shall (i) at Agent’s discretion, following consultation with Borrowers, establish lock boxes (“Lock Boxes”) or blocked accounts (“Blocked Accounts”) at one or more of the banks set forth in Disclosure Schedule (3.19), and (ii) deposit and cause WESCO Distribution’s, WESCO DC LP’s and the CSC Borrowers’ domestic Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral into one or more Blocked Accounts in WESCO Distribution’s, WESCO DC LP’s, the CSC Borrowers’ or any such Subsidiary’s name, as appropriate, and at a bank identified in Disclosure Schedule (3.19) (each, a “Relationship Bank”). On or before the Closing Date, WESCO Distribution shall have established a concentration account in its name (the “Concentration Account”) at the bank that shall be designated as the Concentration Account bank for Borrowers in Disclosure Schedule (3.19) (the “Concentration Account Bank”) which bank shall be reasonably satisfactory to Agent.

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the Agreement, each of the Borrowers, jointly and severally, hereby agrees to pay and to protect, indemnify, and save harmless each Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and allocated costs of internal counsel) that one or more Agents may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (B) the failure of one or more Agents or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case, other than to the extent solely as a result of the gross negligence or willful misconduct of such Agent or such Lender (as finally determined by a court of competent jurisdiction); provided, however, that no cash or assets of any Canadian Credit Party shall be applied, directly or indirectly, to the Obligations of the US Borrowers. (ii) As between one or more Agents and any Lender and Borrowers, Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries, of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, neither Agent nor any Lender shall be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided, that in the case of any payment by any Applicable Agent under any Letter of Credit or guaranty thereof, such Agent shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty thereof; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Letter of Credit or guaranty thereof or of the proceeds thereof; (G) the credit of the proceeds of any drawing under any Letter of Credit or guaranty thereof; and (H) any consequences arising from causes beyond the control of the Applicable Agent or any Lender. None of the above shall affect, impair, or prevent the vesting of one or more Agents’ or any Lender’s rights or powers hereunder or under the Agreement. (iii) Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by any Borrower in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among such Borrower and such L/C Issuer, including an Application and Agreement for Documentary Letter of Credit or a Master Documentary Agreement and a Master Standby Agreement entered into with one or more Agents. ANNEX C (Section 1.8) to CREDIT AGREEMENT I. Domestic Cash Management (a) On or before the Closing Date and until the Termination Date, WESCO Distribution shall (i) at Agent’s discretion, following consultation with Borrowers, establish lock boxes (“Lock Boxes”) or blocked accounts (“Blocked Accounts”) at one or more of the banks set forth in Disclosure Schedule (3.19), and (ii) deposit and cause WESCO Distribution’s, WESCO DC LP’s and the CSC Borrowers’ domestic Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral into one or more Blocked Accounts in WESCO Distribution’s, WESCO DC LP’s, the CSC Borrowers’ or any such Subsidiary’s name, as appropriate, and at a bank identified in Disclosure Schedule (3.19) (each, a “Relationship Bank”). On or before the Closing Date, WESCO Distribution shall have established a concentration account in its name (the “Concentration Account”) at the bank that shall be designated as the Concentration Account bank for Borrowers in Disclosure Schedule (3.19) (the “Concentration Account Bank”) which bank shall be reasonably satisfactory to Agent.

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the Agreement, each of the Borrowers, US Borrowers jointly and severally, severally hereby agrees agree to pay and to protect, indemnify, and save harmless each Agent, Canadian Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and allocated costs of internal counsel) that one Agent, Canadian Agent or more Agents any Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (B) the failure of one or more Agents Agent, Canadian Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case, case other than to the extent solely as a result of the gross negligence or willful misconduct of such Agent, Canadian Agent or such Lender (as finally determined by a court of competent jurisdiction); provided, however, that no cash or assets of any Canadian Credit Party shall be applied, directly or indirectly, to the Obligations of the US Borrowers. (ii) As between one or more Agents Agent, Canadian Agent and any Lender and US Borrowers, US Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries, of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, neither none of Agent, Canadian Agent nor or any Lender shall be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided, that in the case of any payment by any Applicable Agent under any Letter of Credit or guaranty thereof, such Agent shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty thereof; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Letter of Credit or guaranty thereof or of the proceeds thereof; (G) the credit of the proceeds of any drawing under any Letter of Credit or guaranty thereof; and (H) any consequences arising from causes beyond the control of the Applicable Agent, Canadian Agent or any Lender. None of the above shall affect, impair, or prevent the vesting of one or more Agents’ any of Agent’s, Canadian Agent’s or any Lender’s rights or powers hereunder or under the Agreement. (iii) Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by any Borrower US Borrowers in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among such Borrower US Borrowers and such L/C Issuer, including an Application and Agreement for Documentary Letter of Credit or a Master Documentary Agreement and a Master Standby Agreement entered into with one or more AgentsAgent. ANNEX C (Section 1.8) to CREDIT AGREEMENT I. Domestic Cash Management (a) On or before the Closing Date and until the Termination Date, WESCO Distribution shall (i) at Agent’s discretion, following consultation with Borrowers, establish lock boxes (“Lock Boxes”) or blocked accounts (“Blocked Accounts”) at one or more of the banks set forth in Disclosure Schedule (3.19), and (ii) deposit and cause WESCO Distribution’s, WESCO DC LP’s and the CSC Borrowers’ domestic Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral into one or more Blocked Accounts in WESCO Distribution’s, WESCO DC LP’s, the CSC Borrowers’ or any such Subsidiary’s name, as appropriate, and at a bank identified in Disclosure Schedule (3.19) (each, a “Relationship Bank”). On or before the Closing Date, WESCO Distribution shall have established a concentration account in its name (the “Concentration Account”) at the bank that shall be designated as the Concentration Account bank for Borrowers in Disclosure Schedule (3.19) (the “Concentration Account Bank”) which bank shall be reasonably satisfactory to Agent.

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the Agreement, each of the Borrowers, US Borrowers jointly and severally, severally hereby agrees agree to pay and to protect, indemnify, and save harmless each Agent, Canadian Agent and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ ' fees and allocated costs of internal counsel) that one Agent, Canadian Agent or more Agents any Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (B) the failure of one or more Agents Agent, Canadian Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case, case other than to the extent solely as a result of the gross negligence or willful misconduct of such Agent, Canadian Agent or such Lender (as finally determined by a court of competent jurisdiction); provided, however, that no cash or assets of any Canadian Credit Party shall be applied, directly or indirectly, to the Obligations of the US Borrowers. (ii) As between one or more Agents Agent, Canadian Agent and any Lender and US Borrowers, US Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries, of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, neither none of Agent, Canadian Agent nor or any Lender shall be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided, that in the case of any payment by any Applicable Agent under any Letter of Credit or guaranty thereof, such Agent shall be liable to the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty thereof; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Letter of Credit or guaranty thereof or of the proceeds thereof; (G) the credit of the proceeds of any drawing under any Letter of Credit or guaranty thereof; and (H) any consequences arising from causes beyond the control of the Applicable Agent, Canadian Agent or any Lender. None of the above shall affect, impair, or prevent the vesting of one or more Agents’ any of Agent's, Canadian Agent's or any Lender’s 's rights or powers hereunder or under the Agreement. (iii) Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by any Borrower US Borrowers in favor of any L/C Issuer in any letter of credit application, reimbursement agreement or similar document, instrument or agreement between or among such Borrower US Borrowers and such L/C Issuer, including an Application and Agreement for Documentary Letter of Credit or a Master Documentary Agreement and a Master Standby Agreement entered into with one or more AgentsAgent. ANNEX C (Section SECTION 1.8) to TO CREDIT AGREEMENT I. Domestic AGREEMENT CASH MANAGEMENT SYSTEM Each Credit Party shall establish and maintain the Cash ManagementManagement Systems described below: (a) On or before the Closing Date and until the Termination Date, WESCO Distribution each Credit Party shall (i) at Agent’s discretion, following consultation with Borrowers, establish lock boxes (“"Lock Boxes”") or at Agent's discretion, blocked accounts (“"Blocked Accounts”") at one or more of the banks set forth in Disclosure Schedule (3.19), and shall request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such Lock Boxes, and (ii) deposit and cause WESCO Distribution’s, WESCO DC LP’s and the CSC Borrowers’ domestic its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral (whether or not otherwise delivered to a Lock Box) and all funds released to Blount, Inc. pursuant to the Escrow Agreement (unless, if Borrowerx xxxx satisfied the conditions set forth in Section 6.3(b)(v), such funds are wired or otherwise transferred directly to prepay Existing Senior Notes or Existing Subordinated Notes) into one or more Blocked Accounts in WESCO Distribution’s, WESCO DC LP’s, the CSC Borrowers’ or any such Subsidiary’s name, as appropriate, Credit Party's name and at a bank identified in Disclosure Schedule (3.19) (each, a “"Relationship Bank”"). On or before the Closing Date, WESCO Distribution each Credit Party shall have established a concentration account in its name (the “each a "Concentration Account”" and collectively, the "Concentration Accounts") at the bank or banks that shall be designated as the Concentration Account bank for Borrowers each such Credit Party in Disclosure Schedule (3.19) (the “each a "Concentration Account Bank”) " and collectively, the "Concentration Account Banks"), which bank banks shall be reasonably satisfactory to Agent. (b) Each Borrower may maintain, in its name, an account (each a "Disbursement Account" and collectively, the "Disbursement Accounts") at a bank reasonably acceptable to Agent into which Agent or Canadian Agent, as applicable, shall, from time to time, deposit proceeds of Loans made to such Borrower pursuant to Section 1.1 for use by such Borrower solely in accordance with the provisions of Section 1.4. (c) On or before the Closing Date (or such later date as Agent shall consent to in writing), each Concentration Account Bank, each bank where a Disbursement Account is maintained and all other Relationship Banks, shall have entered into tri-party blocked account agreements with Agent, for the benefit of itself, Canadian Agent and Lenders, with respect to all such accounts of a US Credit Party, or Canadian Agent, for the benefit of itself and Canadian Lenders, with respect to all such accounts of a Canadian Credit Party, and the applicable Credit Party, in form and substance reasonably acceptable to Agent or Canadian Agent, as applicable, which shall become operative on or prior to the Closing Date. Each such blocked account agreement shall provide, among other things, that (i) all items of payment deposited in such account and proceeds thereof deposited in the applicable Concentration Account are held by such bank as agent or bailee-in-possession for Agent, with respect to all accounts of US Credit Parties, or Canadian Agent, with respect to all accounts of Canadian Credit Parties, (ii) the bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment, and (iii) from and after the Closing Date (A) with respect to banks at which a Blocked Account is maintained, such bank agrees, from and after the receipt of a notice (an "Activation Notice") from Agent or Canadian Agent, as applicable, (which Activation Notice may be given by Agent or Canadian Agent, as applicable, at any time at which (1) a Default or Event of Default has occurred and is continuing, or (2) Excess Availability is less than $8,500,000 (any of the foregoing being referred to herein as an "Activation Event")), to forward immediately all amounts in each Blocked Account to such Credit Party's Concentration Account Bank and to commence the process of daily sweeps from such Blocked Account into the applicable Concentration Account and (B) with respect to each Concentration Account Bank, such bank agrees from and after the receipt of an Activation Notice from Agent or Canadian Agent, as applicable, upon the occurrence of an Activation Event, to immediately forward all amounts received in the applicable Concentration Account to the US Collection Account, in the case of any account of a US Credit Party, or the Canadian Collection Account, in the case of any account of a Canadian Credit Party, through daily sweeps from such Concentration Account into the Collection Account. From and after the date Agent or Canadian Agent has delivered an Activation Notice to any bank with respect to any Blocked Account(s), no Credit Party shall accumulate or maintain cash in Disbursement Accounts or payroll accounts as of any date of determination in excess of checks outstanding against such accounts as of that date and amounts necessary to meet minimum balance requirements. (d) So long as no Default or Event of Default has occurred and is continuing, Credit Parties may amend Disclosure Schedule (3.19) to add or replace a Relationship Bank, Lock Box or Blocked Account or to replace any Concentration Account or any Disbursement Account; provided, that (i) Agent and, with respect to any Canadian Credit Party, Canadian Agent shall have consented in writing in advance to the opening of such account or Lock Box with the relevant bank and (ii) prior to the time of the opening of such account or Lock Box, the applicable Credit Party and such bank shall have executed and delivered to Agent, with respect to any account of a US Credit Party, or Canadian Agent, with respect to any account of a Canadian Credit Party, a tri-party blocked account agreement, in form and substance reasonably satisfactory to Agent or Canadian Agent, as applicable. Credit Parties shall close any of their accounts (and establish replacement accounts in accordance with the foregoing sentence) promptly and in any event within 30 days following notice from Agent or Canadian Agent that the creditworthiness of any bank holding an account is no longer acceptable in Agent's or Canadian Agent's reasonable judgment, or as promptly as practicable and in any event within 60 days following notice from Agent or Canadian Agent that the operating performance, funds transfer or availability procedures or performance with respect to accounts or Lock Boxes of the bank holding such accounts or Agent's or Canadian Agent's liability under any tri-party blocked account agreement with such bank is no longer acceptable in Agent's or Canadian Agent's reasonable judgment. (e) The Lock Boxes, Blocked Accounts, Disbursement Accounts and the Concentration Accounts shall be cash collateral accounts, with all cash, checks and other similar items of payment in such accounts securing payment of (i) with respect to the Lock Boxes, Blocked Accounts, Disbursement Accounts and the Concentration Accounts of the US Credit Parties, the Loans and all other Obligations and (ii) with respect to the Lock Boxes, Blocked Accounts, Disbursement Accounts and the Concentration Accounts of the Canadian Credit Parties, the Canadian Loans and all other Canadian Obligations, and in which each Credit Party shall have granted a Lien to Agent, on behalf of itself, Canadian Agent and Lenders, with respect to any such account of the US Credit Parties, pursuant to the US Security Agreement or to Canadian Agent, on behalf of itself and Canadian Lenders, with respect to any such account of the Canadian Credit Parties, pursuant to the Canadian Security Agreement.

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the this Agreement, each of the U.S. Borrowers or the Canadian Borrowers, as the case may be, jointly and severally, hereby agrees agree to pay and to protect, indemnify, and save harmless Agent, each Agent Co-Collateral Agent, each L/C Issuer and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges charges, and expenses (including reasonable documented attorneys’ fees and allocated costs of internal counselone counsel in each relevant jurisdiction) that one Agent, any Collateral Agent, any L/C Issuer or more Agents any Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof(or, the case of the Canadian Borrowers, Canadian Letters of Credit), or (B) the failure of one or more Agents Agent, any Co-Collateral Agent, any L/C Issuer or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof (or, the case of the Canadian Borrowers, Canadian Letters of Credit) as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case, case other than to the extent solely as such failure is a result of the gross negligence negligence, bad faith, or willful misconduct of Agent, such Agent Co-Collateral Agent, such L/C Issuer or such Lender (as finally determined by a court of competent jurisdiction); provided, however, that no cash or assets of any Canadian Credit Party shall be applied, directly or indirectly, to the . The Obligations of the US BorrowersCanadian Borrowers hereunder are subject to the provisions of Section 13.9. (ii) As between one or more Agents Agent, any L/C Issuer and any Lender and BorrowersBxxxxxxxx, Borrowers assume all risks of the acts and omissions of, or misuse of of, any Letter of Credit by beneficiaries, of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, neither Agent nor any L/C Issuer or Lender shall be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided, that in the case of clause (A), (B), or (C) of this Section 2.2(g)(ii), in the case of any payment by any Applicable Agent L/C Issuer under any Letter of Credit or guaranty thereofCredit, such Agent L/C Issuer shall be liable to the extent such payment was made solely as a result of its gross negligence negligence, bad faith, or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty thereofCredit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise, whether or not they may be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Letter of Credit or guaranty thereof or of the proceeds thereof; (G) the credit of the proceeds of any drawing under any Letter of Credit or guaranty thereofCredit; and (H) any consequences arising from causes beyond the control of the Applicable Agent Agent, any L/C Issuer or any Lender. None of the above shall affect, impair, or prevent the vesting of one or more Agents’ any of Agent’s, any L/C Issuer’s or any Lender’s rights or powers hereunder or under the this Agreement. (iii) Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by any Borrower in favor In the event of any L/C Issuer in conflict between the terms of this Agreement and the terms of any letter of credit application, reimbursement agreement agreement, or similar document, instrument or agreement between or among such Borrower Borrowers and such any L/C Issuer, including an Application and the terms of this Agreement for Documentary Letter of Credit or a Master Documentary Agreement and a Master Standby Agreement entered into with one or more Agents. ANNEX C (Section 1.8) to CREDIT AGREEMENT I. Domestic Cash Management (a) On or before the Closing Date and until the Termination Date, WESCO Distribution shall (i) at Agent’s discretion, following consultation with Borrowers, establish lock boxes (“Lock Boxes”) or blocked accounts (“Blocked Accounts”) at one or more of the banks set forth in Disclosure Schedule (3.19), and (ii) deposit and cause WESCO Distribution’s, WESCO DC LP’s and the CSC Borrowers’ domestic Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral into one or more Blocked Accounts in WESCO Distribution’s, WESCO DC LP’s, the CSC Borrowers’ or any such Subsidiary’s name, as appropriate, and at a bank identified in Disclosure Schedule (3.19) (each, a “Relationship Bank”). On or before the Closing Date, WESCO Distribution shall have established a concentration account in its name (the “Concentration Account”) at the bank that shall be designated as the Concentration Account bank for Borrowers in Disclosure Schedule (3.19) (the “Concentration Account Bank”) which bank shall be reasonably satisfactory to Agentcontrol.

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the this Agreement, each of the U.S. Borrowers or the Canadian Borrowers, as the case may be, jointly and severally, hereby agrees agree to pay and to protect, indemnify, and save harmless Agent, each Agent Co-Collateral Agent, each L/C Issuer and each Lender from and against any and all claims, demands, liabilities, damages, losses, costs, charges charges, and expenses (including reasonable documented attorneys’ fees and allocated costs of internal counselone counsel in each relevant jurisdiction) that one Agent, any Collateral Agent, any L/C Issuer or more Agents any Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof(or, the case of the Canadian Borrowers, Canadian Letters of Credit), or (B) the failure of one or more Agents Agent, any Co-Collateral Agent, any L/C Issuer or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof (or, the case of the Canadian Borrowers, Canadian Letters of Credit) as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case, case other than to the extent solely as such failure is a result of the gross negligence negligence, bad faith, or willful misconduct of Agent, such Agent Co-Collateral Agent, such L/C Issuer or such Lender (as finally determined by a court of competent jurisdiction); provided, however, that no cash or assets of any Canadian Credit Party shall be applied, directly or indirectly, to the . The Obligations of the US BorrowersCanadian Borrowers hereunder are subject to the provisions of Section 13.9. (ii) As between one or more Agents Agent, any L/C Issuer and any Lender and Borrowers, Borrowers assume all risks of the acts and omissions of, or misuse of of, any Letter of Credit by beneficiaries, of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, neither Agent nor any L/C Issuer or Lender shall be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness genuineness, or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent fraudulent, or forged; (B) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided, that in the case of clausesclause (A), (B), or (C) of this Section 2.2(g)(ii), in the case of any payment by any Applicable Agent L/C Issuer under any Letter of Credit or guaranty thereofCredit, such Agent L/C Issuer shall be liable to the extent such payment was made solely as a result of its gross negligence negligence, bad faith, or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty thereofCredit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex telex, or otherwise, whether or not they may be in cipher; (E) errors in interpretation of technical terms; (F) any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Letter of Credit or guaranty thereof or of the proceeds thereof; (G) the credit of the proceeds of any drawing under any Letter of Credit or guaranty thereofCredit; and (H) any consequences arising from causes beyond the control of the Applicable Agent Agent, any LCL/C Issuer or any Lender. None of the above shall affect, impair, or prevent the vesting of one or more Agents’ any of Agent’s, any L/C Issuer’s or any Lender’s rights or powers hereunder or under the this Agreement. (iii) Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by any Borrower in favor In the event of any L/C Issuer in conflict between the terms of this Agreement and the terms of any letter of credit application, reimbursement agreement agreement, or similar document, instrument or agreement between or among such Borrower Borrowers and such any L/C Issuer, including an Application and the terms of this Agreement for Documentary Letter of Credit or a Master Documentary Agreement and a Master Standby Agreement entered into with one or more Agents. ANNEX C (Section 1.8) to CREDIT AGREEMENT I. Domestic Cash Management (a) On or before the Closing Date and until the Termination Date, WESCO Distribution shall (i) at Agent’s discretion, following consultation with Borrowers, establish lock boxes (“Lock Boxes”) or blocked accounts (“Blocked Accounts”) at one or more of the banks set forth in Disclosure Schedule (3.19), and (ii) deposit and cause WESCO Distribution’s, WESCO DC LP’s and the CSC Borrowers’ domestic Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral into one or more Blocked Accounts in WESCO Distribution’s, WESCO DC LP’s, the CSC Borrowers’ or any such Subsidiary’s name, as appropriate, and at a bank identified in Disclosure Schedule (3.19) (each, a “Relationship Bank”). On or before the Closing Date, WESCO Distribution shall have established a concentration account in its name (the “Concentration Account”) at the bank that shall be designated as the Concentration Account bank for Borrowers in Disclosure Schedule (3.19) (the “Concentration Account Bank”) which bank shall be reasonably satisfactory to Agentcontrol.