Common use of Indemnity Relating to Credits Clause in Contracts

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (b) with respect to any Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Letter or the enforcement of the Administrative Agent or the Lenders’ rights hereunder in respect of such Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (b) with respect to any Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Letter or the enforcement of the Administrative Agent or the Lenders’ rights hereunder in respect of such Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is sustained or incurred while by such Lender while it is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent or the relevant Lender such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) relevant Lender for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders any such Lender to fund or maintain any portion of a LIBOR Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement Agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein in this Agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or. (b) with respect to any Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Letter or the enforcement of the Administrative Agent or the Lenders’ rights hereunder in respect of such Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such loss, cost or expense if such loss, cost or expense is sustained or incurred while by such Lender while it is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the a Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the such Borrower), the such Borrower shall pay to the Administrative Agent such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) them in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan as a result of: (ia) the failure of the such Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or; (iib) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or (bc) with respect to any Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the a Borrower hereunder in respect of such Letter or the enforcement of the Administrative Agent or the Lenders’ rights hereunder in respect of such Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding the foregoing, the a Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is sustained or incurred while by such Lender while it is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent or the Lenders such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan or a BA Rate Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (b) with respect to any Letter, Bankers’ Acceptance arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Letter Bankers’ Acceptance or the enforcement of the Administrative Agent or the Lenders’ rights hereunder in respect of such Letter Bankers’ Acceptance including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such LetterBankers’ Acceptance. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent Agent, for the benefit of the Lenders (including the Issuing Lender), such amount or amounts (as determined by each lender in accordance with its usual practice) as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan or a BA Equivalent Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Equivalent Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Equivalent Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (b) with respect to any Bankers’ Acceptance or Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Bankers’ Acceptance or Letter or the enforcement of the Administrative Agent Agents’ or the Lenders’ rights hereunder in respect of such Bankers’ Acceptance or Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or Lenders (including the Lenders Issuing Lender) from paying any amount under such Bankers’ Acceptance or Letter. Notwithstanding ; or (c) in converting United States dollars into Canadian dollars or Canadian dollars into United States dollars as a result of the foregoing, failure of the Borrower to make repayments of outstanding credit hereunder in the currency in which such outstanding credit was denominated. The aforesaid notice from the Administrative Agent shall not be required accompanied by a written certificate from each Lender showing in reasonable detail the basis for such claim, which shall be deemed to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lenderbe prima facie correct absent manifest error.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the relevant Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the such Borrower), the such Borrower shall pay to the Administrative Agent or the Lenders such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan or a BA Rate Loan as a result of: (i) the failure of the such Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or. (b) with respect to any Bankers' Acceptance or Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the such Borrower hereunder in respect of such Bankers' Acceptance or Letter or the enforcement of the Administrative Agent Agent, the Issuing Lender or the Lenders’ ' rights hereunder in respect of such Bankers' Acceptance or Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent Agent, the Issuing Lender or the Lenders from paying any amount under such Bankers' Acceptance or Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) them in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Term Benchmark Loan as a result of: (ia) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Term Benchmark Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or; (iib) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Term Benchmark Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (bc) with respect to any Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Letter or the enforcement of the Administrative Agent or the Lenders’ ' rights hereunder in respect of such Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is sustained or incurred while by such Lender while it is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above)Agent; or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies or from the repayment of a LIBOR Loan at any time other than its maturity date, then Administrative Agent to the Borrower shall be responsible for any loss, costs or expenses referred to above)Borrower; or (b) with respect to any Bankers’ Acceptance or Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Bankers’ Acceptance or Letter or the enforcement of the Administrative Agent Agents’ or the Lenders’ rights hereunder in respect of such Bankers’ Acceptance or Letter including, without limitation, including legal proceedings attempting to restrain the Administrative Agent or Lenders (including the Lenders Issuing Lender) from paying any amount under such Bankers’ Acceptance or Letter; or (c) in converting U.S. Dollars into Canadian Dollars or Canadian Dollars into U.S. Dollars as a result of the failure of the Borrower to make repayments of outstanding credit hereunder in the currency in which such outstanding credit was denominated. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the relevant Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the such Borrower), the such Borrower shall pay to the Administrative Agent or the Lenders such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan or a BA Rate Loan as a result of: (i) the failure of the such Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or. (b) with respect to any Bankers’ Acceptance or Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the such Borrower hereunder in respect of such Bankers’ Acceptance or Letter or the enforcement of the Administrative Agent Agent, the Issuing Lender or the Lenders’ rights hereunder in respect of such Bankers’ Acceptance or Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent Agent, the Issuing Lender or the Lenders from paying any amount under such Bankers’ Acceptance or Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent a Lender to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent such Lender such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) such Lender for any loss, cost or expense incurred by them: (a) them in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan as a result of: (ia) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement Agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (iib) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (b) with respect to any Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Letter or the enforcement of the Administrative Agent or the Lenders’ rights hereunder in respect of such Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower Borrowers (which notice shall be accompanied by a detailed calculation of the amount to be paid by the BorrowerBorrowers), the Borrower Borrowers shall pay to the Administrative Agent or the Lenders such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan or a BA Rate Loan as a result of: (i) the failure of the any Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the any Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above)Agent; or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the any Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above)Agent; or (b) with respect to any LetterBankers' Acceptance, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the a Canadian Borrower hereunder in respect of such Letter Bankers' Acceptance or the enforcement of the Administrative Agent Agent's or the Lenders’ ' rights hereunder in respect of such Letter Bankers' Acceptance including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding Bankers' Acceptance; or (c) in converting United States dollars into Canadian dollars or Canadian dollars into United States dollars as a result of the foregoing, failure of the Borrower shall not be required Borrowers to indemnify a Lender for any make repayments of outstanding credit hereunder in the currency in which such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lenderoutstanding credit was denominated.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the relevant Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the such Borrower), the such Borrower shall pay to the Administrative Agent or the relevant Lenders such amount or amounts as will compensate the Administrative Agent or the relevant Lenders (including, for certainty, the Issuing RT Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds or bullion acquired by the relevant Lenders to fund or maintain any portion of a LIBOR Loan or a BA Rate Loan as a result of: (i) the failure of the such Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or (b) with respect to any Bankers' Acceptance or Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the such RT Borrower hereunder in respect of such Bankers' Acceptance or Letter or the enforcement of the Administrative Agent or the Lenders’ ' rights hereunder in respect of such Bankers' Acceptance or Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Bankers' Acceptance or Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the a Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the such Borrower), the such Borrower shall pay to the Administrative Agent such amount or amounts as will compensate the Administrative Agent or the relevant Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) them in the liquidation or redeposit of any funds acquired by the relevant Lenders to fund or maintain any portion of a LIBOR Loan as a result of: (ia) the failure of the such Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Term Benchmark Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or; (iib) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Term Benchmark Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or (bc) with respect to any Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the a Borrower hereunder in respect of such Letter or the enforcement of the Administrative Agent or the relevant Lenders’ ' rights hereunder in respect of such Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the relevant Lenders from paying any amount under such Letter. Notwithstanding the foregoing, the a Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is sustained or incurred by such relevant Lender while such Lender it is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent or the relevant Lender such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) relevant Lender for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders any such Lender to fund or maintain any portion of a LIBOR Term Benchmark Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement Agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Term Benchmark Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein in this Agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Term Benchmark Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or. (b) with respect to any Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Letter or the enforcement of the Administrative Agent or the Lenders’ rights hereunder in respect of such Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such loss, cost or expense if such loss, cost or expense is sustained or incurred while by such Lender while it is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent or the relevant Lender such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) relevant Lender for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders any such Lender to fund or maintain any portion of a Term Benchmark Loan, an Existing LIBOR Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement Agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a Term Benchmark Loan, an Existing LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein in this Agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a Term Benchmark Loan, an Existing LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or. (b) with respect to any Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Letter or the enforcement of the Administrative Agent or the Lenders’ rights hereunder in respect of such Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such loss, cost or expense if such loss, cost or expense is sustained or incurred while by such Lender while it is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the relevant Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the such Borrower), the such Borrower shall pay to the Administrative Agent or the relevant Lenders such amount or amounts as will compensate the Administrative Agent or the relevant Lenders (including, for certainty, the Issuing Lender and the Bullion Fronting Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds or bullion acquired by the relevant Lenders to fund or maintain any portion of a LIBOR Loan, a Gold Loan or a BA Rate Loan as a result of: (i) the failure of the such Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan, a Gold Loan or a BA Rate Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan, a Gold Loan or a BA Rate Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or (b) with respect to any Bankers' Acceptance or Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the such Borrower hereunder in respect of such Bankers' Acceptance or Letter or the enforcement of the Administrative Agent or the Lenders’ ' rights hereunder in respect of such Bankers' Acceptance or Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Bankers' Acceptance or Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower or a Lender (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent such Lender such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) such Lender for any loss, cost or expense incurred by themit: (a) in the liquidation or redeposit of any funds acquired by the Lenders Lender to fund or maintain any portion of a LIBOR Loan or BA Rate Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement Agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein herein; (b) in converting United States dollars into Canadian dollars or in any notice from Canadian dollars into United States dollars as a result of the failure of the Borrower to make repayments of outstanding credit hereunder in the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above)currency in which such outstanding credit was denominated; or (bc) with respect to any Bankers’ Acceptance or Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the obtaining of credit by the Borrower by way of such Bankers’ Acceptance or Letter, the collection of amounts owed by the Borrower hereunder in respect of such Bankers’ Acceptance or Letter or the enforcement of the Administrative Agent Agent’s or the Lenders’ any Lender’s rights hereunder in respect of such Bankers’ Acceptance or Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders any Lender from paying any amount under such Bankers’ Acceptance or Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the a Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the such Borrower), the such Borrower shall pay to the Administrative Agent such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) them in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan as a result of: (ia) the failure of the such Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Term Benchmark Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or; (iib) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Term Benchmark Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or (bc) with respect to any Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the a Borrower hereunder in respect of such Letter or the enforcement of the Administrative Agent or the Lenders’ rights hereunder in respect of such Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding the foregoing, the a Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is sustained or incurred while by such Lender while it is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies or from the repayment of a LIBOR Loan at any time other than its maturity date, then Administrative Agent to the Borrower shall be responsible for any loss, costs or expenses referred to above)Borrower; or (b) with respect to any Bankers’ Acceptance or Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Bankers’ Acceptance or Letter or the enforcement of the Administrative Agent Agents’ or the Lenders’ rights hereunder in respect of such Bankers’ Acceptance or Letter including, without limitation, including legal proceedings attempting to restrain the Administrative Agent or Lenders (including the Lenders Issuing Lender) from paying any amount under such Bankers’ Acceptance or Letter; or (c) in converting U.S. Dollars into Canadian Dollars or Canadian Dollars into U.S. Dollars as a result of the failure of the Borrower to make repayments of outstanding credit hereunder in the currency in which such outstanding credit was denominated. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the relevant Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the such Borrower), the such Borrower shall pay to the Administrative Agent or the relevant Lenders such amount or amounts as will compensate the Administrative Agent or the relevant Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the relevant Lenders to fund or maintain any portion of a LIBOR Loan or a BA Rate Loan as a result of: (i) the failure of the such Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or (b) with respect to any Bankers' Acceptance or Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the such Borrower hereunder in respect of such Bankers' Acceptance or Letter or the enforcement of the Administrative Agent or the Lenders’ ' rights hereunder in respect of such Bankers' Acceptance or Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Bankers' Acceptance or Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent or the Lenders such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan or a BA Rate Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (b) with respect to any Letter, Bankers’ Acceptance arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Letter Bankers’ Acceptance or the enforcement of the Administrative Agent or the Lenders’ rights hereunder in respect of such Letter Bankers’ Acceptance including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such LetterBankers’ Acceptance. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.. 286042.00038/115243826.6

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower Borrowers (which notice shall be accompanied by a detailed calculation of the amount to be paid by the BorrowerBorrowers), the Borrower Borrowers shall pay to the Administrative Agent or the Lenders such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan or a BA Rate Loan as a result of: (i) the failure of the either Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the either Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above)Agent; or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the either Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above)Agent; or (b) with respect to any LetterBankers' Acceptance, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower Borrowers hereunder in respect of such Letter Bankers' Acceptance or the enforcement of the Administrative Agent Agent's or the Lenders’ ' rights hereunder in respect of such Letter Bankers' Acceptance including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding Bankers' Acceptance; or (c) in converting United States dollars into Canadian dollars or Canadian dollars into United States dollars as a result of the foregoing, failure of the Borrower shall not be required Borrowers to indemnify a Lender for any make repayments of outstanding credit hereunder in the currency in which such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lenderoutstanding credit was denominated.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the applicable Borrower or Borrowers (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrowerapplicable Borrower or Borrowers), the applicable Borrower or Borrowers shall pay to the Administrative Agent Agent, the relevant Lenders or the relevant Issuing Lender such amount or amounts as will compensate the Administrative Agent Agent, the relevant Lenders or the Lenders (including, for certainty, the relevant Issuing Lender) Lender for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the such Lenders to fund or maintain any portion of a LIBOR Loan or BA Equivalent Loan as a result of: (i) the failure of the applicable Borrower or Borrowers to borrow or make repayments on the dates specified under this agreement or in any notice from the applicable Borrower or Borrowers to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Equivalent Loan at any time other than its maturity date, then the applicable Borrower or Borrowers shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the applicable Borrower or Borrowers to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Equivalent Loan at any time other than its maturity date, then the applicable Borrower or Borrowers shall be responsible for any loss, costs or expenses referred to above); (b) in converting United States dollars into Canadian dollars or Canadian dollars into United States dollars as a result of the failure of the applicable Borrower or Borrowers to make repayments of outstanding credit hereunder in the currency in which such outstanding credit was denominated; or (bc) with respect to any Bankers’ Acceptance or Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the obtaining of credit by the relevant Borrower by way of such Bankers’ Acceptance or Letter, the collection of amounts owed by the such Borrower hereunder in respect of such Bankers’ Acceptance or Letter or the enforcement of the Administrative Agent any Issuing Lender’s or the Lenders’ Lender’s rights hereunder in respect of such Bankers’ Acceptance or Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent any Issuing Lender or the Lenders any Lender or any of them from paying any amount under such Bankers’ Acceptance or Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent or the Lenders such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan or a BA Rate Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or. (b) with respect to any Bankers’ Acceptance or Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Bankers’ Acceptance or Letter or the enforcement of the Administrative Agent Agent, the Issuing Lender or the Lenders’ rights hereunder in respect of such Bankers’ Acceptance or Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent Agent, the Issuing Lender or the Lenders from paying any amount under such Bankers’ Acceptance or Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the relevant Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the such Borrower), the such Borrower shall pay to the Administrative Agent or the Lenders such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) them in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Term Benchmark Loan as a result of: (ia) the failure of the such Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Term Benchmark Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or (iib) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the such Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Term Benchmark Loan at any time other than its maturity date, then the such Borrower shall be responsible for any loss, costs or expenses referred to above); or (b) with respect to any Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Letter or the enforcement of the Administrative Agent or the Lenders’ rights hereunder in respect of such Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding the foregoing, the Borrower Borrowers shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower Borrowers (which notice shall be accompanied by a detailed calculation of the amount to be paid by the BorrowerBorrowers), the Borrower Borrowers shall pay to the Administrative Agent or the Lenders such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan or a BA Rate Loan as a result of: (i) the failure of the any Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the any Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above)Agent; or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the any Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above)Agent; or (b) with respect to any LetterBankers’ Acceptance, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the a Canadian Borrower hereunder in respect of such Letter Bankers’ Acceptance or the enforcement of the Administrative Agent Agent’s or the Lenders’ rights hereunder in respect of such Letter Bankers’ Acceptance including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding Bankers’ Acceptance; or (c) in converting United States dollars into Canadian dollars or Canadian dollars into United States dollars as a result of the foregoing, failure of the Borrower shall not be required Borrowers to indemnify a Lender for any make repayments of outstanding credit hereunder in the currency in which such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lenderoutstanding credit was denominated.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower Borrowers (which notice shall be accompanied by a detailed calculation of the amount to be paid by the BorrowerBorrowers), the Borrower Borrowers shall pay to the Administrative Agent or the Lenders such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan or a BA Rate Loan as a result of: (i) the failure of the a Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the a Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the a Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the Borrower Borrowers shall be responsible for any loss, costs or expenses referred to above); or (b) with respect to any Letter, Bankers’ Acceptance arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the a Borrower hereunder in respect of such Letter Bankers’ Acceptance or the enforcement of the Administrative Agent or the Lenders’ rights hereunder in respect of such Letter Bankers’ Acceptance including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such LetterBankers’ Acceptance. Notwithstanding the foregoing, the Borrower Borrowers shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon Within five Banking Days of receipt by the Borrower of written notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement Agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than on its maturity datePeriod End Date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or; (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than on its maturity datePeriod End Date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (biii) with respect to the conversion of any Letter, arising Loan other than on the Period End Date applicable thereto or in any notice from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Letter or the enforcement of to the Administrative Agent (provided that if any notice specifies the conversion of a Loan at any time other than on its Period End Date, then the Borrower shall be responsible for any loss, costs or expenses referred to above). (b) in converting United States dollars into Canadian dollars or Canadian dollars into United States dollars as a result of the Lenders’ rights failure of the Borrower to make repayments of outstanding credit hereunder in respect of the currency in which such Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letteroutstanding credit was denominated. Notwithstanding the foregoing, a Defaulting Lender shall not be entitled to rely on this provision and, for clarity, the Borrower shall not be required to indemnify a Lender for any such cost or expense pursuant to this Section 7.4 if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent a Lender to the Borrower Representative (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower BorrowerBorrowers), Borrowers shall pay to the Administrative Agent such Lender such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) such Lender for any loss, cost or expense incurred by them: (a) them in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan as a result of: (i) : the failure of the Borrower BorrowerBorrowers to borrow or make repayments on the dates specified under this agreement Agreement or in any notice from the Borrower Representative to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower BorrowerBorrowers shall be responsible for any loss, costs or expenses referred to above); or (ii) or the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower Representative to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower BorrowerBorrowers shall be responsible for any loss, costs or expenses referred to above); or (b) with respect to any Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Letter or the enforcement of the Administrative Agent or the Lenders’ rights hereunder in respect of such Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding the foregoing, the Borrower BorrowerBorrowers shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower or a Lender (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent such Lender such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) such Lender for any loss, cost or expense incurred by themit: (a) in the liquidation or redeposit of any funds acquired by the Lenders Lender to fund or maintain any portion of a LIBOR Loan or BA Rate Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement Agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan or a BA Rate Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein herein; (b) in converting United States dollars into Canadian dollars or in any notice from Canadian dollars into United States dollars as a result of the failure of the Borrower to make repayments of outstanding credit hereunder in the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above)currency in which such outstanding credit was denominated; or (bc) with respect to any Bankers’ Acceptance or Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the obtaining of credit by the Borrower by way of such Bankers’ Acceptance or Letter,the collection of amounts owed by the Borrower hereunder in respect of such Bankers’ Acceptance or Letter or the enforcement of the Administrative Agent Agent’s or the Lenders’ any Lender’s rights hereunder in respect of such Bankers’ Acceptance or Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders any Lender from paying any amount under such Bankers’ Acceptance or Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower or a Lender (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent such Lender such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) such Lender for any loss, cost or expense incurred by themit: (a) in the liquidation or redeposit of any funds acquired by the Lenders Lender to fund or maintain any portion of a LIBOR Term Benchmark Loan or BA Rate Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement Agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Term Benchmark Loan or a BA Rate Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein herein; (b) in converting United States dollars into Canadian dollars or in any notice from Canadian dollars into United States dollars as a result of the failure of the Borrower to make repayments of outstanding credit hereunder in the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above)currency in which such outstanding credit was denominated; or (bc) with respect to any Bankers’ Acceptance or Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the obtaining of credit by the Borrower by way of such Bankers’ Acceptance or Letter, the collection of amounts owed by the Borrower hereunder in respect of such Bankers’ Acceptance or Letter or the enforcement of the Administrative Agent Agent’s or the Lenders’ any Lender’s rights hereunder in respect of such Bankers’ Acceptance or Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders any Lender from paying any amount under such Bankers’ Acceptance or Letter. Notwithstanding the foregoinganything contained in this Section 8.4, the Borrower foregoing obligations of indemnification shall not be required to indemnify a Lender for apply in respect of any such loss, cost or expense if such cost incurred by the Agent or expense is incurred while such any Lender is a Defaulting Lender.arising in connection with any Erroneous Payment

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower Borrowers (which notice shall be accompanied by a detailed calculation of the amount to be paid by the BorrowerBorrowers), the Borrower Borrowers shall pay to the Administrative Agent or the Lenders such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan or a BA Rate Loan as a result of: (i) the failure of the either Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the either Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above)Agent; or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the either Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above)Agent; or (b) with respect to any LetterBankers’ Acceptance, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower Borrowers hereunder in respect of such Letter Bankers’ Acceptance or the enforcement of the Administrative Agent Agent’s or the Lenders’ rights hereunder in respect of such Letter Bankers’ Acceptance including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is incurred while such Lender is a Defaulting LenderBankers’ Acceptance.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) them in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Term Benchmark Loan as a result of: (ia) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Term Benchmark Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or; (iib) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Term Benchmark Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (bc) with respect to any Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Letter or the enforcement of the Administrative Agent or the Lenders’ rights hereunder in respect of such Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is sustained or incurred while by such Lender while it is a Defaulting Lender.

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower or a Lender (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent such Lender such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) such Lender for any loss, cost or expense incurred by themit: (a) in the liquidation or redeposit of any funds acquired by the Lenders Lender to fund or maintain any portion of a LIBOR Term Benchmark Loan or BA RateCORRA Loan as a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement Agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Term Benchmark Loan or a BA RateCORRA Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein herein; (b) in converting United States dollars into Canadian dollars or in any notice from Canadian dollars into United States dollars as a result of the failure of the Borrower to make repayments of outstanding credit hereunder in the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above)currency in which such outstanding credit was denominated; or (bc) with respect to any Bankers’ Acceptance or Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the obtaining of credit by the Borrower by way of such Bankers’ Acceptance or Letter, the collection of amounts owed by the Borrower hereunder in respect of such Bankers’ Acceptance or Letter or the enforcement of the Administrative Agent Agent’s or the Lenders’ any Lxxxxx’s rights hereunder in respect of such Bankers’ Acceptance or Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders any Lender from paying any amount under such Bankers’ Acceptance or Letter. Notwithstanding the foregoinganything contained in this Section 8.4, the Borrower foregoing obligations of indemnification shall not be required to indemnify a Lender for apply in respect of any such loss, cost or expense if such cost incurred by the Agent or expense is incurred while such any Lender is a Defaulting Lender.arising in connection with any Erroneous Payment

Indemnity Relating to Credits. Upon notice from the Administrative Agent to the Borrower (which notice shall be accompanied by a detailed calculation of the amount to be paid by the Borrower), the Borrower shall pay to the Administrative Agent such amount or amounts as will compensate the Administrative Agent or the Lenders (including, for certainty, the Issuing Lender) for any loss, cost or expense incurred by them: (a) in the liquidation or redeposit of any funds acquired by the Lenders to fund or maintain any portion of a LIBOR Loan as . a result of: (i) the failure of the Borrower to borrow or make repayments on the dates specified under this agreement or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (ii) the repayment or prepayment of any amounts on a day other than the payment dates prescribed herein or in any notice from the Borrower to the Administrative Agent (provided that if any notice specifies the repayment of a LIBOR Loan at any time other than its maturity date, then the Borrower shall be responsible for any loss, costs or expenses referred to above); or (b) with respect to any Letter, arising from claims or legal proceedings, and including reasonable and documented legal fees and disbursements, respecting the collection of amounts owed by the Borrower hereunder in respect of such Letter or the enforcement of the Administrative Agent or the Lenders’ ' rights hereunder in respect of such Letter including, without limitation, legal proceedings attempting to restrain the Administrative Agent or the Lenders from paying any amount under such Letter. Notwithstanding the foregoing, the Borrower shall not be required to indemnify a Lender for any such cost or expense if such cost or expense is sustained or incurred while by such Lender while it is a Defaulting Lender.