Common use of Liability of the Principal Clause in Contracts

Liability of the Principal. (a) In consideration of the Support to be provided by EDC under the Small Bonds Facility pursuant to the Amended and Restated Facility Agreement, the Principal hereby unconditionally and irrevocably agrees to indemnify EDC, against all claims and demands made against EDC under or with respect to the EDC Support Agreements executed with respect to the Small Bonds Facility, including any amount that EDC pays under such EDC Support Agreements, and against all costs (including the costs of enforcing the indemnity under this Section 2(a)), expenses and damages incurred by EDC, directly or indirectly, and arising or resulting from such claims or demands. The Principal also agrees, as part of its indemnification obligations under this Section 2(a), to pay interest to EDC at Libor plus such margin per annum as is separately agreed in writing by EDC and the Principal on any amount for which indemnification is to be provided under this Section 2(a) (including the said costs and expenses), such interest to accrue from the date of demand by EDC to the date of payment both before and after demand and judgment. (b) In consideration of the Support to be provided by EDC under the General Support Facility pursuant to the Amended and Restated Facility Agreement, the Principal hereby unconditionally and irrevocably agrees to indemnify EDC against all claims and demands made against EDC under or with respect to the EDC Support Agreements executed with respect to the General Support Facility, including any amount that EDC pays under such EDC Support Agreements or any unpaid amount owed to EDC as a result of the exercise by EDC of any put or similar right in respect of any such EDC Support Agreements, and against all costs (including the costs of enforcing the indemnity under this Section 2(b)), expenses and damages incurred by EDC, directly or indirectly, and arising or resulting from such claims or demands. The Principal also agrees, as part of its indemnification obligations under this Section 2(b), to pay interest to EDC at Libor plus such margin per annum as is separately agreed in writing by EDC and the Principal on any amount for which indemnification is to be provided under this Section 2(b) (including the said costs and expenses), such interest to accrue from the date of demand by EDC to the date of payment both before and after demand and judgment. (c) Payments due to EDC hereunder shall be made to EDC in the currency in which the relevant payment or payments under the EDC Support Agreements for which indemnification is being sought under Section 2(a) or Section 2(b), as applicable, were made by EDC and, in the case of costs and expenses, in the currency in which such costs and expenses were incurred. (d) The Principal agrees that its liability hereunder shall not be varied or discharged by reason of the EDC Support Agreements or any of them, or any related document, being or becoming, in whole or in part, illegal, unenforceable, void or discharged, or by reason of any negligence on the part of EDC except to the extent that such negligence constitutes gross negligence or wilful misconduct in which case the liability of the Principal hereunder shall be varied or discharged, but only to the extent that such gross negligence or wilful misconduct: (i) was the direct and primary cause of a claim or demand being made against EDC under an EDC Support Agreement; or (ii) increased the liability of the Principal hereunder. The Principal’s liability hereunder shall not otherwise be varied, discharged or released except by full payment to EDC of all amounts payable to EDC hereunder. Without limiting the foregoing, the Principal’s liability hereunder shall continue with respect to and include any amounts that EDC may be required to pay pursuant to the terms of an EDC Support Agreement that deem such EDC Support Agreement to continue to be effective or to be reinstated after the date on which EDC’s liability under such EDC Support Agreement would otherwise have expired. (e) Any computation of interest hereunder shall take into account the actual number of days occurring in the period for which interest is payable and on the basis of a 360-day year. For the purposes of the Interest Act (Canada), (i) the interest rate payable, expressed as an annual rate, shall be equivalent to the applicable rate based on a year of 360 days, multiplied by the actual number of days in the calendar year in which the period for which such interest is payable (or compounded) ends, and divided by 360, (ii) the principle of deemed reinvestments of interest does not apply to any such interest calculation and (iii) the rate of interest specified in this Indemnity Agreement is intended to be a nominal rate and not an effective rate or yield.

Liability of the Principal. (a) In consideration of the Support to be provided by EDC under the Small Bonds Facility pursuant to the Amended and Restated Facility Agreement, the Principal hereby unconditionally and irrevocably agrees to indemnify EDC, against all claims and demands made against EDC under or with respect to the EDC Support Agreements executed with respect to the Small Bonds Facility, including any amount that EDC pays under such EDC Support Agreements, and against all costs (including the costs of enforcing the indemnity under this Section 2(a)), expenses and damages incurred by EDC, directly or indirectly, and arising or resulting from such claims or demands. The Principal also agrees, as part of its indemnification obligations under this Section 2(a), to pay interest to EDC at Libor plus such margin per annum as is separately agreed in writing by EDC and the Principal on any amount for which indemnification is to be provided under this Section 2(a) (including the said costs and expenses), such interest to accrue from the date of demand by EDC to the date of payment both before and after demand and judgment. (b) In consideration of the Support to be provided by EDC under the Receivables Bonding Facility and the General Support Facility pursuant to the Amended and Restated Facility Agreement, the Principal hereby unconditionally and irrevocably agrees to indemnify EDC against all claims and demands made against EDC under or with respect to the EDC Support Agreements executed with respect to the Receivables Bonding Facility or the General Support Facility, as applicable, including any amount that EDC pays under such EDC Support Agreements or any unpaid amount owed to EDC as a result of the exercise by EDC of any put or similar right in respect of any such EDC Support Agreements, and against all costs (including the costs of enforcing the indemnity under this Section 2(b)), expenses and damages incurred by EDC, directly or indirectly, and arising or resulting from such claims or demands. The Principal also agrees, as part of its indemnification obligations under this Section 2(b), to pay interest to EDC at Libor plus such margin per annum as is separately agreed in writing by EDC and the Principal on any amount for which indemnification is to be provided under this Section 2(b) (including the said costs and expenses), such interest to accrue from the date of demand by EDC to the date of payment both before and after demand and judgment. (c) Payments due to EDC hereunder shall be made to EDC in the currency in which the relevant payment or payments under the EDC Support Agreements for which indemnification is being sought under Section 2(a) or Section 2(b), as applicable, were made by EDC and, in the case of costs and expenses, in the currency in which such costs and expenses were incurred. (d) The Principal agrees that its liability hereunder shall not be varied or discharged by reason of the EDC Support Agreements or any of them, or any related document, being or becoming, in whole or in part, illegal, unenforceable, void or discharged, or by reason of any negligence on the part of EDC except to the extent that such negligence constitutes gross negligence or wilful misconduct in which case the liability of the Principal hereunder shall be varied or discharged, but only to the extent that such gross negligence or wilful misconduct: (i) was the direct and primary cause of a claim or demand being made against EDC under an EDC Support Agreement; or (ii) increased the liability of the Principal hereunder. The Principal’s 's liability hereunder shall not otherwise be varied, discharged or released except by full payment to EDC of all amounts payable to EDC hereunder. Without limiting the foregoing, the Principal’s 's liability hereunder shall continue with respect to and include any amounts that EDC may be required to pay pursuant to the terms of an EDC Support Agreement that deem such EDC Support Agreement to continue to be effective or to be reinstated after the date on which EDC’s 's liability under such EDC Support Agreement would otherwise have expired. (e) Any computation of interest hereunder shall take into account the actual number of days occurring in the period for which interest is payable and on the basis of a 360-day year. For the purposes of the Interest Act (Canada), (i) the interest rate payable, expressed as an annual rate, shall be equivalent to the applicable rate based on a year of 360 days, multiplied by the actual number of days in the calendar year in which the period for which such interest is payable (or compounded) ends, and divided by 360, (ii) the principle of deemed reinvestments of interest does not apply to any such interest calculation and (iii) the rate of interest specified in this Indemnity Agreement is intended to be a nominal rate and not an effective rate or yield.