Common use of Indemnification; Release Clause in Contracts

Indemnification; Release. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Lender and each Issuer from and against any and all claims, damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exoneration, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconduct). Nothing in this Section 2.2(c) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.

Indemnification; Release. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Revolving Loan Lender and each Issuer from and against any and all claims, claims and damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided PROVIDED that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exonerationindemnification, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Revolving Loan Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Revolving Loan Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting Lender); PROVIDED that Borrower shall not be required to indemnify any party seeking indemnification for any claims, damages, losses, liabilities, costs or may have in respect of expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification, or willful misconduct)(ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law or (iii) disputes between or among any and all of Agent, Lenders and Issuers. Nothing in this Section 2.2(cSECTION 2.2(C) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.

Indemnification; Release. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Revolving Loan Lender and each Issuer from and against any and all claims, claims and damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exonerationindemnification, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Revolving Loan Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Revolving Loan Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting Lender); provided that Borrower shall not be required to indemnify any party seeking indemnification for any claims, damages, losses, liabilities, costs or may have in respect of expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification, or willful misconduct)(ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law or (iii) disputes between or among any and all of Agent, Lenders and Issuers. Nothing in this Section 2.2(c2.7(c) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.

Indemnification; Release. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Revolving Loan Lender and each Issuer from and against any and all claims, claims and damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exonerationindemnification, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Revolving Loan Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Revolving Loan Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconductLender). Nothing in this Section 2.2(c) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.

Indemnification; Release. U.S. BorrowerIn consideration of being able to enter the Facilities for any purpose consistent with this Agreement, including but not limited to evaluation or use of the Facilities, the Canadian Borrower or undersigned representative(s), for Applicant and all of its employees, members, agents, representatives, guests, and assignees (the U.K. Borrower“Applicant Parties”): a. do hereby agree to indemnify and hold harmless Timberland Regional Library, as its board of trustees, and its agents, representatives, personnel and contractors (the case may be, hereby indemnifies and holds harmless each Agent, each Lender and each Issuer “TRL Parties”) from and against any and all claims, damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or claims which may be claimed against such Agenthereafter arise out of any and all activities involved with or in connection with the use and/or occupancy of Timberland Regional Library Facilities as per this application, such Lender whether or such Issuer by any Person whatsoever)not SUCH ACTIVITIES ARE DIRECTLY OR ONLY INCIDENTALLY RELATED TO THE SPECIFIED USE(S) OF THE PROPERTY, REGARDLESS OF AND WHETHER OR NOT THEY ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with by Timberland Regional Library’s sole or concurrent negligence. This indemnity includes the execution duty to defend the TRL Parties against any and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any all such claims, damagesor pay the cost of all reasonable attorney fees incurred by the TRL Parties if Timberland Regional Library deems it necessary that Timberland Regional Library provides its own defense. b. Do hereby agree to release, losseswaive, liabilities, costs or expenses discharge and covenant not to sue the TRL Parties from all liability to the extent, but only Applicant Parties relating to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exoneration, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Lender and each Issuer arising from any claims, causes of action, damagesclaims, lossessuits, liabilitiesliabilities or demands of any nature whatsoever including, reasonable costs but in no way limited to, claims of negligence, which Applicant may have, now or expenses which may now exist in the future, against the TRL Parties on account of personal injury, property damage, disability, death, sickness, diseases or may hereafter ariseaccident of any kind, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason arising out of or in connection with any way related to the failure use of any AgentFacilities or participation in Programs, any Issuer whether that participation is supervised or any other Lender unsupervised, however the injury or damage occurs, including, but not limited to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, negligence of the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconduct). Nothing in this Section 2.2(c) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this AgreementTRL Parties.

Indemnification; Release. U.S. Borrower, (a) The Indemnitor shall indemnify and hold harmless the Canadian Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Lender and each Issuer Indemnitees from and against against, and shall reimburse the Indemnitees with respect to, any and all claimsIndemnifiable Losses, damageswhether arising prior to or following the Effective Time and whether or not arising out of any acts or omissions by any Indemnitee occurring prior to or following the Effective Time. For the avoidance of doubt, lossesIndemnifiable Losses shall not include Defense Costs. (b) WABCO and the WABCO Charged Parties hereby remise, liabilitiesrelease and forever discharge the Indemnitees from any and all Liabilities whatsoever, costs whether at law or expenses which such Agentin equity (including any right of contribution), such Lender whether arising under any contract, by operation of law or such Issuer may incur otherwise (or which may be claimed against such Agent, such Lender any theories of successor or such Issuer by any Person whatsoevertransferee liability or de facto merger or similar indirect theory of liability), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification including for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exoneration, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence fraud or willful misconduct), existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the date of this Agreement, in each case relating to any of the Indemnifiable Matters. Nothing WABCO and the WABCO Charged Parties hereby unconditionally and irrevocably agree, on behalf of themselves and any of their Affiliates, that they shall not initiate, pursue or cause or be initiated or pursued, directly or indirectly, any judicial proceeding or Action seeking a judgment, holding or declaration that this Agreement or any of the indemnification or release obligations of WABCO and the WABCO Charged Parties provided hereunder is, was or would be illegal, invalid or unenforceable in accordance with its terms, and WABCO and the WABCO Charged Parties unconditionally and irrevocably agree that they shall not raise or assert any defense to this effect in any such proceeding or Action. WABCO and the WABCO Charged Parties acknowledge that they will receive substantial direct and indirect benefits from the transactions contemplated by the Distribution Agreement and the Ancillary Agreements (including, without limitation, the assumption by ASD of the Remainco Liabilities) and that the waiver, release and agreements set forth in this Section 2.2(c2.1(b) is intended to limit are knowingly made in contemplation of such benefits and after the obligations advice of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreementcounsel.

Indemnification; Release. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds ------------------------ harmless each Agent, each Revolving Loan Lender and each Issuer from and against any and all claims, claims and damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided -------- that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exonerationindemnification, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Revolving Loan Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Revolving Loan Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconductLender). Nothing in this Section 2.2(c) is intended to limit the -------------- obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.

Indemnification; Release. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Lender and each Issuer from and against any and all claims, claims and damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exonerationindemnification, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each agrees not to hold Agent, each Lender and each Issuer from that has performed its obligations hereunder for any claimsclaim, causes cause of action, damagesdamage, lossesloss, liabilitiesliability, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconductLender). Nothing in this Section 2.2(c) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.2.2

Indemnification; Release. U.S. Borrower, the Canadian Borrower or the U.K. Canadian Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Lender and each Issuer from and against any and all claims, claims and damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided PROVIDED that U.S. Borrower, the Canadian Borrower or the U.K. Canadian Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exonerationindemnification, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Canadian Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Canadian Borrower, as the case may be, may have against such defaulting party Lender or may have in respect of gross negligence or willful misconduct). Nothing in this Section 2.2(cSECTION 2.2(C) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Canadian Borrower, as the case may be, under any other provision of this Agreement.

Indemnification; Release. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Revolving Loan Lender and each Issuer from and against any and all claims, damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exoneration, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Revolving Loan Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconduct). Nothing in this Section 2.2(c) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.THE

Indemnification; Release. U.S. Borrower, the Canadian Borrower or the U.K. Canadian Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Lender and each Issuer from and against any and all claims, damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower or the U.K. Canadian Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exoneration, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Canadian Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Canadian Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconduct). Nothing in this Section 2.2(c) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Canadian Borrower, as the case may be, under any other provision of this Agreement.

Indemnification; Release. U.S. Borrower(a) Subject to Article 13(f), Landlord shall not be held responsible for and is hereby expressly relieved from any and all liability by reason of any injury, loss, or damage to any person or property in or about the Canadian Borrower Premises or the U.K. BorrowerProperty whether the loss, as injury or damage be to the case may beperson or property of Tenant or any other person, hereby indemnifies unless due to the negligence or willful misconduct of Landlord or its agents, employees or contractors. Subject to Article 13(f), Tenant agrees further to indemnify, defend and holds save Landlord harmless each Agent, each Lender and each Issuer from and against any and all claims, damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claimsactions, damages, lossesliabilities and expenses, liabilitiesincluding but not limited to reasonable attorneys’ fees and other legal expenses, costs on account of such injury, loss or expenses to the extent, but only to the extent, caused by damage arising (i) from any occurrence in, upon or at the Premises, unless due to the negligence or willful misconduct of Landlord, or gross negligence of the party seeking indemnification or exonerationLandlord’s agents, contractors, invitees and employees, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Lender and each Issuer from any occurrence in or about the Property arising from the negligence or willful misconduct of Tenant. (b) Tenant shall not be held responsible for and is hereby expressly relieved from any and all liability by reason of any injury, loss, or damage to any person or property in or about the Property (exclusive of the Premises) whether the loss, injury or damage be to the person or property of Landlord or any other person, unless due to the negligence or willful misconduct of Tenant. Landlord agrees to indemnify, defend and save Tenant harmless from and against all claims, causes of actionactions, damages, lossesliabilities and expenses, liabilitiesincluding but not limited to reasonable attorneys’ fees and other legal expenses, reasonable costs on account of such injury, loss or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with damage arising from (i) the failure of any Agent, any Issuer or any other Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconduct). Nothing in this Section 2.2(cmisconduct of Landlord and Landlord’s agents, contractors, invitees and employees, and (ii) is intended to limit the obligations any breach, violation, or non-performance by Landlord of U.S. Borrowerany term, the Canadian Borrower covenant, or the U.K. Borrower, as the case may be, under any other provision of this AgreementLease.

Indemnification; Release. U.S. BorrowerTo the fullest extent permitted by law, Licensee shall indemnify, protect, and hold harmless PacifiCorp and its directors, officers, employees and agents (collectively, the Canadian Borrower “PacifiCorp Indemnified Parties”) against and from any and all claims, demands, suits, losses, costs and damages of every kind and description, including attorneys’ fees and/or litigation expenses, brought or made against or incurred by the U.K. BorrowerPacifiCorp Indemnified Parties resulting from, as arising out of, or in any way connected with any act, omission, fault or negligence of Licensee, its employees, agents, representatives or contractors, their employees, agents or representatives in the case may beperformance or nonperformance of Licensee’s obligations under this Agreement or in any way related to this Agreement except to the extent that such claim, hereby indemnifies demand, loss, cause of action, or costs arises from PacifiCorp’s willful misconduct. Licensee shall also indemnify and holds release, protect and hold harmless each Agent, each Lender and each Issuer the PacifiCorp Indemnified Parties from and against any and all claims, damagesdemands, losses, liabilitiescauses of action, costs (including attorneys’ fees), or expenses other liabilities arising from any interruption, discontinuance, or interference with Licensee’s service to its customers which such Agentmay be caused, such Lender or such Issuer may incur (or which may be claimed against such Agentto have been caused, such Lender or such Issuer by any Person whatsoever)action of PacifiCorp undertaken in furtherance of the purposes of this Agreement. In addition, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIESLicensee shall, upon demand, and at its own sole risk and expense, defend any and all suits, actions, or other legal proceedings which may be brought against PacifiCorp, or its successors or assigns, on any claim, demand, or cause of action arising from any interruption, discontinuance, or interference with PacifiCorp’s service to PacifiCorp’s customers which may be caused, or which may be claimed to have been caused, by any action of Licensee. Licensee shall pay and satisfy any judgment or decree which may be rendered against PacifiCorp, or its successors or assigns, in connection with the execution any such suit, action, or other legal proceeding; and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrowerfurther, the Canadian Borrower or the U.K. Borrower, as the case may be, Licensee shall not be required to indemnify or hold harmless any party seeking indemnification reimburse PacifiCorp for any claimsand all legal expenses, damagesincluding attorneys’ fees, lossesincurred in connection therewith, liabilitiesincluding appeals thereof. Licensee hereby releases PacifiCorp from any liability for damage to Equipment, costs or expenses for any interruption, discontinuance or interference with Licensee’s service to the extent, but only to the extentits customers, caused by (i) the willful misconduct or gross negligence resulting from damage or removal of the party seeking indemnification or exoneration, or (ii) the failure by the party seeking indemnification Licensee’s Equipment pursuant to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconduct). Nothing in this Section 2.2(c) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement, including damages caused by PacifiCorp’s ordinary negligence.

Indemnification; Release. U.S. Borrower, the Canadian The Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each the Agent, each Revolving Loan Lender and each Issuer from and against any and all claims, claims and damages, losses, liabilities, costs or expenses which such the Agent, such Lender or such Issuer may incur (or which may be claimed against such the Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exonerationindemnification, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian The Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each the Agent, each Revolving Loan Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which the Agent, such Lender or such Issuer, as the case may now exist or be, may hereafter ariseincur, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Revolving Loan Lender to fulfill or comply with its obligations to such the Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconductLender). Nothing in this Section 2.2(c) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.

Indemnification; Release. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Revolving Loan Lender and each Issuer from and against any and all claims, claims and damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exonerationindemnification, or (ii) breach in bad faith of the Loan Documents by the party seeking indemnification, (iii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable lawlaw or (iv) disputes between or among any and all of the foregoing indemnified parties including, without limitation, Agent, Lenders and Issuers. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Revolving Loan Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Revolving Loan Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting Defaulting Lender); provided that Borrower shall not be required to indemnify any party seeking indemnification for any claims, damages, losses, liabilities, costs or may have in respect of expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification, (ii) breach in bad faith of the Loan Documents by the party seeking indemnification, (iii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law or willful misconduct)(iv) disputes between or among any and all of the foregoing indemnified parties including, without limitation, Agent, Lenders and Issuers. Nothing in this Section 2.2(c2.7(c) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.

Indemnification; Release. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Revolving Loan Lender and each Issuer from and against any and all claims, claims and damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exonerationindemnification, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Revolving Loan Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Revolving Loan Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconduct). Nothing in this Section 2.2(c) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.,

Indemnification; Release. Each of U.S. Borrower, the Canadian Borrower or the U.K. Borrowers and Norwegian Borrower, as the case may be, hereby indemnifies and holds harmless each applicable Administrative Agent, each applicable Lender and each applicable Issuer from and against any and all claims, claims and damages, losses, liabilities, costs or expenses which such Administrative Agent, such Lender or such Issuer may incur (or which may be claimed against such Administrative Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower Borrowers or the U.K. Norwegian Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exonerationindemnification, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower Borrowers or the U.K. Norwegian Borrower, as the case may be, hereby releases, waives and discharges each Administrative Agent, each Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Lender to fulfill or comply with its obligations to such Administrative Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower Borrowers or the U.K. Norwegian Borrower, as the case may be, may have against such defaulting party Lender or may have in respect of gross negligence or willful misconduct). Nothing in this Section 2.2(c2.3(d) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower Borrowers or the U.K. Norwegian Borrower, as the case may be, under any other provision of this Agreement.

Indemnification; Release. U.S. BorrowerSubject to Section 4.2, the Canadian applicable Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Lender and each Issuer from and against any and all claims, damages, losses, liabilities, costs or expenses (excluding taxes, which shall be governed solely by Section 4.1, Section 11.3 and Section 11.16) which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian applicable Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exoneration, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable lawlaw or (iii) the failure of an Issuer to observe at least the standard of care set forth in Section 2.2(e). U.S. Borrower, the Canadian The applicable Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any other Agent, any other Issuer or any other Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian applicable Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconduct). Nothing in this Section 2.2(c) is intended to limit the obligations of U.S. Borrower, the Canadian any Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.

Indemnification; Release. U.S. Borrower, the Canadian The Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each the Agent, each Lender and each Issuer from and against any and all claims, claims and damages, losses, liabilities, costs or expenses which such the Agent, such Lender or such Issuer may incur (or which may be claimed against such the Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided PROVIDED that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exonerationindemnification, or (ii) by the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian The Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each the Agent, each Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which the Agent, such Lender or such Issuer, as the case may now exist or be, may hereafter ariseincur, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Lender to fulfill or comply with its obligations to such the Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconductLender). Nothing in this Section 2.2(c) SECTION 2.2 is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.

Indemnification; Release. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Revolving Loan Lender and each Issuer from and against any and all claims, damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exoneration, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Revolving Loan Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Revolving Loan Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, other parties hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting party or may have in respect of gross negligence or willful misconductparty). Nothing in this Section 2.2(c) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.

Indemnification; Release. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby indemnifies and holds harmless each Agent, each Revolving Loan Lender and each Issuer from and against any and all claims, claims and damages, losses, liabilities, costs or expenses which such Agent, such Lender or such Issuer may incur (or which may be claimed against such Agent, such Lender or such Issuer by any Person whatsoever), REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, in connection with the execution and delivery of any Letter of Credit or transfer of or payment or failure to pay under any Letter of Credit; provided PROVIDED that U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall not be required to indemnify or hold harmless any party seeking indemnification for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification or exonerationindemnification, or (ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, hereby releases, waives and discharges each Agent, each Revolving Loan Lender and each Issuer from any claims, causes of action, damages, losses, liabilities, reasonable costs or expenses which may now exist or may hereafter arise, REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, by reason of or in connection with the failure of any Agent, any Issuer or any other Revolving Loan Lender to fulfill or comply with its obligations to such Agent, such Lender or such Issuer, as the case may be, hereunder (but nothing herein contained shall affect any rights U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may have against such defaulting Lender); PROVIDED that Borrower shall not be required to indemnify any party seeking indemnification for any claims, damages, losses, liabilities, costs or may have in respect of expenses to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the party seeking indemnification, or willful misconduct)(ii) the failure by the party seeking indemnification to pay under any Letter of Credit after the presentation to it of a request required to be paid under applicable law. Nothing in this Section 2.2(cSECTION 2.2(C) is intended to limit the obligations of U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, under any other provision of this Agreement.