Common use of Expenses and Indemnity Clause in Contracts

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Agent, or any of them, by the Restricted Parties under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of them. The Borrower shall pay on demand all reasonable third party costs and expenses of the Lenders, or any of them (including, without limitation, the reasonable fees and expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, on a solicitor and own client basis), incurred in connection with (i) the preparation, execution, delivery, administration, periodic review and enforcement of the Credit Documents; (ii) obtaining advice as to their rights and responsibilities in connection with the Credits and the Credit Documents; (iii) reviewing, inspecting and appraising the collateral that is the subject of the Security at reasonable intervals; (iv) the syndication of the Credits; (v) due diligence; and (vi) other matters relating to the Credits. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. The Borrower shall indemnify the Lenders, the Agent, the Arrangers, the Syndication Agents, and each of them, and their respective officers, directors, trustees, employees and agents against any liability, obligation, loss or expense which any of them may sustain or incur as a consequence of (i) any representation or warranty made herein by a Restricted Party which was incorrect at the time it was made or deemed to have been made, (ii) a default by the Borrower in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Advance is deemed to be made to pay the amount that has not been paid), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are not reimbursed pursuant to any other provisions of this Agreement, (iii) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (v) any other default by a Restricted Party hereunder, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other Credit Documents and made Advances to the Borrower. A certificate of a Lender or the Agent as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error provided that the Lender determines the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation of the amount owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other party. The agreements in this Section shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. All statements(a) Borrower covenants and agrees to pay or, reportsif Borrower fails to pay, certificatesto reimburse, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Agent, or any Lender upon receipt of them, by the Restricted Parties under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of them. The Borrower shall pay on demand notice from Lender for all reasonable third party costs and expenses of the Lenders, or any of them (including, without limitation, the including reasonable attorneys’ fees and expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, on a solicitor and own client basis), disbursements) incurred by Lender in connection with (i) the preparation, executionnegotiation, delivery, administration, periodic review execution and enforcement delivery of this Agreement and the other Loan Documents and the consummation of the Credit Documentstransactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by Lender and required to be provided by Borrower pursuant to the Loan Documents as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Property); (ii) obtaining advice as to their rights Borrower’s ongoing performance of and responsibilities compliance with Borrower’s respective agreements and covenants contained in connection with the Credits this Agreement and the Credit Documentsother Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (iii) reviewing, inspecting Lender’s ongoing performance and appraising compliance with all agreements and conditions contained in this Agreement and the collateral that is other Loan Documents on its part to be performed or complied with after the subject of the Security at reasonable intervalsdate hereof; (iv) the syndication of the Credits; (v) due diligence; negotiation, preparation, execution, delivery and (vi) other matters relating to the Credits. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. The Borrower shall indemnify the Lenders, the Agent, the Arrangers, the Syndication Agents, and each of them, and their respective officers, directors, trustees, employees and agents against any liability, obligation, loss or expense which any of them may sustain or incur as a consequence of (i) any representation or warranty made herein by a Restricted Party which was incorrect at the time it was made or deemed to have been made, (ii) a default by the Borrower in the payment administration of any sum due from it under consents, amendments, waivers or in connection with the Credit Documents (irrespective of whether an Advance is deemed other modifications to be made to pay the amount that has not been paid), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are not reimbursed pursuant to any other provisions of this Agreement, (iii) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (v) any other default by a Restricted Party hereunder, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other Credit Loan Documents and any other documents or matters requested by Lender; (v) securing Borrower’s compliance with any requests made Advances pursuant to the Borrower. A certificate of a Lender or the Agent as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error provided that the Lender determines the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation of the amount owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other party. The agreements in this Section shall survive the termination provisions of this Agreement and repayment the other Loan Documents; (vi) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (vii) enforcing or preserving any rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; and (viii) enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Property or in connection with any refinancing or restructuring of the Obligationscredit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender or the breach by Lender of this Agreement or any other Loan Documents.

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required Each Subsidiary Guarantor agrees to be furnished jointly and severally liable for the payment of all reasonable and documented fees and expenses, including Attorneys’ Costs (but limited to the Lendersfees, the Agent, or any charges and disbursements of them, by the Restricted Parties under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of them. The Borrower shall pay on demand all reasonable third party costs one counsel and expenses of the Lenders, or any of them (including, without limitation, the reasonable fees one local counsel and expenses of one applicable regulatory counsel in each relevant jurisdiction for the Lenders Administrative Agent and one counsel and one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the Agent collectivelyother Secured Parties (and, but not separately for individual Lenders and in the Agentcase of a conflict of interest, on one additional counsel to all such affected Secured Parties similarly situated, taken as a solicitor and own client basiswhole)), incurred in connection with (i) the preparation, execution, delivery, administration, periodic review and enforcement of the Credit Documents; (ii) obtaining advice as to their rights and responsibilities by any Secured Party in connection with the Credits and the Credit Documents; (iii) reviewingenforcement of this Subsidiary Guaranty Agreement, inspecting and appraising the collateral that is the subject of the Security at reasonable intervals; (iv) the syndication of the Credits; (v) due diligence; and (vi) other matters relating to the Credits. Such costs and expenses shall be payable whether or not an Advance is made suit be brought. Without limitation of any other obligations of any Subsidiary Guarantor or remedies of the Administrative Agent or any Secured Party under this Subsidiary Guaranty Agreement. The Borrower shall indemnify , each Subsidiary Guarantor shall, to the Lendersfullest extent permitted by Law, indemnify, defend and save and hold harmless the Agent, the Arrangers, the Syndication AgentsAdministrative Agent and each Secured Party from and against, and each shall pay on demand, any and all damages, losses, liabilities and expenses (including Attorneys’ Costs) that may be suffered or incurred by the Administrative Agent or such Secured Party in connection with or as a result of themany failure of any Guaranteed Obligations to be the legal, valid and their respective officers, directors, trustees, employees and agents binding obligations of any Borrower or any applicable Loan Party enforceable against any liabilityBorrower or such applicable Loan Party in accordance with their terms; provided that such indemnity shall not, obligationas to any indemnitee, loss be available to the extent that such losses, claims, damages, liabilities or expense which any of them may sustain or incur as a consequence of related expenses (ix) any representation or warranty made herein are determined by a Restricted Party which was incorrect at the time it was made or deemed court of competent jurisdiction by final and nonappealable judgment to have been maderesulted from the gross negligence or willful misconduct of such indemnitee, (iiy) result from a default claim brought by the any Borrower or any other Loan Party against an indemnitee for breach in the payment bad faith of such indemnitee’s obligations hereunder or under any sum due from it under other Loan Document, if such Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) arise out of, or in connection with the Credit Documents (irrespective of whether with, any proceeding that does not involve an Advance is deemed to be made to pay the amount that has not been paid), including, but not limited to, all sums (whether in respect of principal, interest act or any other amount) paid or payable to lenders of funds borrowed omission by the Lenders, the Agent, a Borrower or any of them, in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are not reimbursed pursuant to its Affiliates that is brought by an indemnitee against any other provisions of this Agreement, (iii) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (iv) the failure of a purchaser of Bankers' Acceptances indemnitee (other than one of any proceeding against any indemnitee in its capacity or fulfilling its role as the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Administrative Agent, (v) any other default by a Restricted Party hereunder, and (vi) generallyan Arranger, the Lenders L/C Issuer or any similar role); provided further that the reimbursement of fees, charges and disbursements of counsel shall be limited to one counsel and one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the Administrative Agent having entered into this Agreement and one counsel and one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the other Credit Documents and made Advances to the Borrower. A certificate of a Lender or the Agent as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereofindemnitees (and, in the absence case of manifest error provided that the Lender determines the amount owing a conflict of interest, one additional counsel to it in good faith using any reasonable method and provides all such affected indemnitees similarly situated, taken as a detailed description of its calculation of the amount owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other partywhole). The agreements in obligations of each Subsidiary Guarantor under this Section paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Agreement and repayment of the ObligationsSubsidiary Guaranty Agreement.

Expenses and Indemnity. All statementsOperating Borrower, reportsReal Estate Holding Company, certificatesGuarantor and each Project Borrower shall, opinionsjointly and severally, appraisals (a) indemnify, defend and other documents hold harmless Administrative Agent and the Lenders and their Affiliates, and their officers, directors, employees, advisors and agents (each, an “Indemnitee”) for, from and against any and all losses, claims, damages and liabilities to any third party to which any such Indemnitee may become subject arising out of or information required to be furnished to the Lendersin connection with this Agreement, the Agentother Loan Documents, the Commitment (and the syndication thereof), the use of the proceeds thereof or any of them, by the Restricted Parties under this Agreement shall be supplied without cost to the Lenders, the Agent, related transaction or any of them. The Borrower shall pay on demand all reasonable third party costs and expenses claim, litigation, investigation or proceeding relating to any of the Lendersforegoing, regardless of whether any Indemnitee is a party thereto, and to reimburse each Indemnitee upon demand for any expenses incurred in connection with investigating or defending any of them the foregoing (including, without limitation, reasonable legal expenses); provided, however, that the reasonable fees foregoing indemnity obligations will not, as to any Indemnitee, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court to have resulted from the willful misconduct or gross negligence of such Indemnitee, and expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the (b) reimburse Administrative Agent, on a solicitor demand for documentation expenses and own client basis)all other out-of-pocket expenses (including due diligence expenses, appraisals, syndication expenses, consultant’s fees and expenses, travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Commitment (iand the syndication thereof) and the preparationLoan Documents, execution, delivery, administration, periodic review and enforcement of the Credit Documents; (ii) obtaining advice as to their rights and responsibilities or incurred in connection with the Credits administration, amendment, modification, waiver or enforcement thereof. Administrative Agent and the Credit Documents; (iii) reviewing, inspecting Lenders acknowledge and appraising the collateral agree that is the subject of the Security at reasonable intervals; (iv) the syndication of the Credits; (v) due diligence; and (vi) other matters relating to the Credits. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. The Borrower shall indemnify the Lenders, the Agent, the Arrangers, the Syndication Agents, and each of them, not be required to reimburse Lenders (and their respective officersAffiliates) for any costs, directors, trustees, employees and agents against any liability, obligation, loss fees or expense which any of them may sustain or incur as a consequence of (i) any representation or warranty made herein by a Restricted Party which was incorrect at the time it was made or deemed to have been made, (ii) a default by the Borrower in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Advance is deemed to be made to pay the amount that has not been paid), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, in order to fund the amount of any such unpaid amount expenses prior to the extent the Lendersoccurrence of an Event of Default; provided, the Agenthowever, or any of them, are not reimbursed pursuant to any other provisions of this Agreement, (iii) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (v) any other default by a Restricted Party hereunder, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other Credit Documents and made Advances to the Borrower. A certificate of a Lender or the Agent as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error provided that the Lender determines the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation of the amount owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other party. The agreements in this Section shall survive such reimbursements after the termination occurrence of this Agreement and repayment an Event of the ObligationsDefault.

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Agent, or any of them, Lender by the Restricted Parties Obligors under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of themLender. The Borrower shall pay on demand all reasonable third party costs and out-of-pocket expenses of the Lenders, or any of them Lender (including, without limitation, including the reasonable fees and expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, Lender on a solicitor and own client basisbasis and including printing, reproduction, document delivery, publicity, communication, audit and travel costs), incurred in connection with (i) the preparation, execution, delivery, amendment, administration, periodic review and enforcement of the Credit Documents; (ii) obtaining advice as to their rights and responsibilities in connection with the Credits Credit and the Credit Documents; (iii) reviewing, inspecting and appraising the collateral that is the subject of the Security at reasonable intervals; and (iv) the syndication of the Credits; (v) due diligence; and (vi) other matters relating to the CreditsCredit. Such costs and expenses shall be payable whether or not an Advance is made under this AgreementAgreement and the Lender shall provide the Borrower with reasonable evidence of costs and expenses for which it seeks payment. The Borrower shall indemnify the LendersLender, its affiliates involved with the AgentCredit, the Arrangerstheir respective directors, the Syndication Agentsofficers, employees and representatives, and each of them, and their respective officers, directors, trustees, employees and agents against any liability, obligation, loss (other than loss of profit) or expense which any of them may sustain or incur as a consequence of (ia) any representation or warranty made herein by a Restricted Party any Obligor which was incorrect at the time it was made or deemed to have been made, (iib) a default by the Borrower any Obligor in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Advance is deemed to be made to the Borrower to pay the any amount that it has not been paidfailed to pay), including, but not limited to, including all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, Lender in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are Lender is not reimbursed pursuant to any other provisions of this Agreement, (iiic) the failure of the Borrower to complete any Advance or make any payment in the manner required by this Agreement after notice therefor has been given under this Agreement, and (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (vd) any other default by a Restricted Party any Obligor hereunder, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other Credit Documents and made Advances to the Borrower. A certificate of a the Lender or the Agent as to the amount of any such loss or expense shall be conclusive prima facie evidence as to the amount thereof. In addition, the Borrower shall indemnify the Lender, its affiliates involved with the Credit, and their respective directors, officers, employees and representatives from and against any and all actions, proceedings, claims, losses (other than loss of profits), damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the absence Credit, other than through the negligence or wilful misconduct of manifest error provided that the Lender determines the amount owing to it in good faith using or any reasonable method and provides a detailed description of its calculation party acting for or on behalf of the amount owing to itLender. In no event Without limiting the foregoing, the Borrower shall indemnify the Lender, its affiliates involved with the Credit, and their respective directors, officers, employees and representatives in respect of (i) any party to this Agreement be liable for consequential damages suffered remedial action taken by the Lender in connection with the presence, use, handling, production, transportation, storage, release, deposit, discharge or disposal of any Hazardous Materials in, on or about any Property owned, operated or occupied by the Obligors and their Subsidiaries, whether by the Obligors or any other Person, including any repair, clean-up, remediation or detoxification of any of such Property and the preparation of any closure or other required plans, and (ii) any breach by any other partyObligor of any Environmental Law. The agreements in this Section shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the LendersNoteholders by the Borrower, AmeriCredit, AFC, the Agent, Servicer or any of them, by the Restricted Parties Custodian under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of themNoteholders. The Borrower Servicer shall pay on demand all reasonable third party out of pocket costs and expenses of the Lenders, or any of them Noteholders (including, without limitation, including long distance telephone and courier charges and the reasonable fees and expenses of legal counsel for to the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, on a solicitor and own client basisNoteholders), incurred in connection with (i) the preparation, execution, delivery, administration, periodic review and enforcement review, modification or amendment of the Credit Documents; (ii) obtaining advice as to their rights and responsibilities in connection with the Credits and any enforcement of the Credit Documents; (iii) obtaining advice as to its rights and responsibilities in connection with this Agreement and the Credit Documents; (iv) reviewing, inspecting and appraising the collateral Collateral that is the subject of the Security at reasonable intervals; (iv) the syndication of the Credits; and (v) due diligence; and (vi) all other matters relating to this Agreement and the Creditsother Credit Documents; provided that, prior to the occurrence of an Event of Default, the Servicer shall not 45- be required to pay the Noteholders in any given calendar year more than U.S. $20,000 on account of out-of-pocket costs and expenses relating to the Noteholders ongoing due diligence in respect of, and the Noteholders monitoring of, the Borrower, AmeriCredit, the Custodian and/or the Servicer and the performance of their respective obligations under the Credit Documents; and provided further that the Borrower shall not be required to pay the Noteholders more than U.S. $75,000 in connection with legal fees (exclusive of taxes and disbursements) payable by the Noteholders to Xxxxxxx Xxxxxxxx & Xxxx relating to services performed up to the Closing Date in connection with the transactions contemplated by the Credit Documents. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. The Borrower and AmeriCredit shall indemnify the Lenders, the Agent, the Arrangers, the Syndication Agents, and each of them, and their respective officers, directors, trustees, employees and agents Noteholders against any liability, obligation, loss or expense which any of them it may sustain or incur as a consequence of (i) any representation or warranty made herein by a Restricted Party the Borrower, AmeriCredit, AFC, the Servicer or the Custodian which was incorrect at the time it was made or deemed to have been made, (ii) a default by the Borrower Borrower, AmeriCredit, AFC, the Servicer or the Custodian in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Advance is deemed to be made to the Borrower to pay the amount that the Borrower has not been paidfailed to pay), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders Noteholders of funds borrowed by the Lenders, the Agent, or any of them, Noteholders in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are Noteholders is not reimbursed pursuant to any other provisions provision of this Agreement, (iii) the failure of the Borrower Borrower, AmeriCredit, AFC, the Servicer or the Custodian to complete any Advance or make any payment after notice therefor has been given under this Agreement, and (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (v) any other default by a Restricted Party hereunderthe Borrower, and (vi) generallyAmeriCredit, AFC, the Lenders and Servicer or the Agent having entered into this Agreement and the other Credit Documents and made Advances to the BorrowerCustodian hereunder. A certificate of a Lender or the Agent Noteholders as to the amount of any such liability, obligations, loss or expense shall be conclusive prima facie evidence as to the amount thereof, in the absence of manifest error provided miscalculation or error. In addition, the Borrower and AmeriCredit shall indemnify the Noteholders, the Secured Party, the Hedge Counterparties and their directors, officers, employees and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them by any third party as a result of or in connection with the Lender determines making of any Advance hereunder, other than any such claim arising from the gross negligence or wilful misconduct of the Noteholders, the Secured Party, the Hedge Counterparties or any other Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower and the Servicer of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation or an estimate of the amount owing of the claim. The failure of an Indemnified Party to itgive notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder, except to the extent such failure adversely affects the right of the Borrower and the Servicer to assert any reasonable defense to such claim. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification under this Section 13.7, without the prior written consent of the Borrower and the Servicer. The Borrower and the Servicer at their sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or any legal proceeding resulting therefrom. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. If the Borrower or the Servicer does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate and at the expense of the Borrower and the Servicer, including, but not limited to, settling such claim or litigation, after giving notice of the same to and receiving the consent of the Borrower and the Servicer (which consent shall not be unreasonably withheld). In no event such case the Borrower and the Servicer shall any party be entitled to this Agreement be liable for consequential damages suffered by any other partyparticipate in (but not control) the defense of such action, with its own counsel and at its own expense. The agreements in this Section shall survive the termination of this Agreement and the repayment of the Obligations.

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Administrative Agent, or any of them, by the Fund, the Borrower or any Restricted Parties Subsidiary under this Agreement shall be supplied without cost to the Lenders, the Administrative Agent, or any of them. The Borrower shall pay on demand all reasonable third party costs out of pocket costs, fees and expenses of the Lenders, or any of them Administrative Agent and the Lenders (including, without limitation, the reasonable fees and expenses of counsel for the Lenders Administrative Agent and the Agent collectively, but not separately for individual Lenders and the Agent, on a solicitor and own client basis), Lenders) incurred in connection with (i) the preparation, negotiation, documentation, execution, delivery, administration, periodic review and review, modification or amendment of the Credit Documents; (ii) any enforcement of the Credit Documents; (iiiii) obtaining advice as to their rights and responsibilities in connection with the Credits Credit and the Credit Documents; (iiiiv) reviewing, inspecting and appraising the collateral that is the subject Property of the Security Fund, the Borrower and the Restricted Subsidiaries at reasonable intervals; (iv) the syndication of the Credits; (v) due diligenceintervals as provided for herein; and (viv) other matters relating to the CreditsCredit, the Fund, the Borrower and any Restricted Subsidiary. Such costs costs, fees and expenses shall be payable whether or not an Advance is made under this Agreement. The Borrower shall indemnify hereby indemnifies and agrees to indemnify, defend and hold harmless each of the Lenders, the Administrative Agent, the Arrangerstheir directors, the Syndication Agents, and each of them, and their respective officers, directorsaffiliates, trusteesemployees, employees agents and agents representatives (the "Indemnified Parties") from and against any liabilityand all actions, obligationproceedings, loss losses, costs, expenses (including without limitation legal or expense which other expenses), damages, claims or liabilities incurred by any of them may sustain or incur as a consequence of (i) Indemnified Party, with respect to any representation or warranty made herein by a Restricted Party which was incorrect at the time it was made or deemed Advance to have been made, (ii) a default by the Borrower in the payment of hereunder whether before, during or after any sum due from it under or in connection with the Credit Documents (irrespective of whether an period that such Advance is deemed to be made to pay the amount that has not been paid), outstanding including, but not limited towithout limitation, all sums (whether in respect any loss of principalprofits, interest commissions or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are not reimbursed pursuant to any other provisions of this Agreement, (iii) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (v) any other default by a Restricted Party fees anticipated hereunder, and (vi) generally, any expense or costs incurred in the liquidation and re-deployment of any funds required by the Lenders and the Agent having entered into this Agreement and the other Credit Documents and made Advances to the Borrower. A certificate fund or maintain any portion of a Lender or the Agent as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereofAdvance hereunder, in the absence of manifest error provided that the Lender determines the amount owing to it in good faith using any reasonable method and provides all cases as a detailed description of its calculation of the amount owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other party. The agreements in this Section shall survive the termination of this Agreement and repayment of the Obligations.result of:

Expenses and Indemnity. All statementsShould any action, reportsclaim, certificatessuit or proceeding be brought to enforce or interpret any part of this Note, opinionsthe Issuer agrees to indemnity and hold harmless the Holder from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, appraisals damages, losses, liabilities and reasonable and documented out-of-pocket expenses (in the case of fees, disbursements and other documents or information required to be furnished charges of counsel, limited to the Lendersreasonable and documented fees, the Agentdisbursements and other charges of one firm of counsel for all Indemnified Parties, taken as a whole, and if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions that may be incurred by or awarded against any of themIndemnified Party, by the Restricted Parties under this Agreement shall be supplied without cost in each case to the Lenders, the Agent, extent arising out of or any of them. The Borrower shall pay on demand all reasonable third party costs and expenses of the Lenders, or any of them in connection with (including, without limitation, the reasonable fees and expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, on a solicitor and own client basis), incurred in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any aspect of the transactions herein or (b) this Note or any use made with the proceeds thereof, except the foregoing indemnity will not, as to any Indemnified Party, apply to claims, damages, losses, liabilities or related expenses to the extent (i) such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (A) such Indemnified Party’s or any of its Related Persons’ (as defined below) gross negligence, bad faith or willful misconduct or (B) the preparation, execution, delivery, administration, periodic review and enforcement material breach by such Indemnified Party or any of the Credit Documentsits Related Persons of its obligations under this Note; or (ii) obtaining advice as any settlement is entered into by such Indemnified Party (or any of such Indemnified Party’s Related Persons) without Issuer’s prior written consent (such consent not to their rights be unreasonably withheld, conditioned or delayed) but if there is a final, non-appealable judgment of a court of competent jurisdiction for the plaintiff in any such proceeding, or Issuer consents to such settlement, Issuer agrees to indemnify and responsibilities hold harmless such Indemnified Party in connection with the Credits and manner set forth above. In the Credit Documents; case of any claim, litigation, investigation or proceeding (iii) reviewing, inspecting and appraising the collateral that is the subject any of the Security at reasonable intervals; (ivforegoing, a “Proceeding”) to which the syndication of the Credits; (v) due diligence; and (vi) other matters relating to the Credits. Such costs and expenses indemnity in this paragraph applies, such indemnity shall be payable effective whether or not such Proceeding is brought by Issuer, Issuer’s equity holders or creditors, affiliates or equity holders, any other person, or an Indemnified Party (subject to (ii) above), whether or not an Advance Indemnified Party is made under this Agreementotherwise a party thereto. The Borrower shall indemnify For purposes hereof, a “Related Person” of an Indemnified Party means (a) any controlling person, controlled affiliate or subsidiary of such Indemnified Party, (b) the Lenders, the Agent, the Arrangers, the Syndication Agents, and each of them, and their respective officers, directors, trustees, officers or employees and agents against any liability, obligation, loss or expense which any of them may sustain or incur as a consequence of (i) any representation or warranty made herein by a Restricted Party which was incorrect at the time it was made or deemed to have been made, (ii) a default by the Borrower in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Advance is deemed to be made to pay the amount that has not been paid), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agentsuch Indemnified Party, or any of themits subsidiaries, in order to fund controlled affiliates or controlling persons and (c) the amount respective agents and advisors of any such unpaid amount to the extent the Lenders, the Agent, Indemnified Party or any of themits subsidiaries, are not reimbursed pursuant to any other provisions of this Agreement, (iii) the failure of the Borrower to complete any Advance controlled affiliates or make any payment after notice therefor has been given under this Agreement, (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (v) any other default by a Restricted Party hereunder, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other Credit Documents and made Advances to the Borrower. A certificate of a Lender or the Agent as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error provided that the Lender determines the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation of the amount owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other party. The agreements in this Section shall survive the termination of this Agreement and repayment of the Obligationscontrolling persons.

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Agent, or any of them, Lender by the Restricted Parties Borrower under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of themLender. The Borrower shall pay on demand all reasonable third party costs and expenses of the LendersLender, or any of them (including, without limitation, the reasonable fees and expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, Lender on a solicitor and his own client basis), incurred in connection with (i) the preparation, execution, delivery, administration, periodic review and enforcement of the Credit Documents; (ii) any syndication of the Credits; (iii) obtaining advice as to their its rights and responsibilities in connection with the Credits and the Credit Documents; (iii) reviewing, inspecting and appraising the collateral that is the subject of the Security at reasonable intervals; (iv) the syndication of the Credits; (v) due diligence; and (vi) other matters relating to the Credits. Such costs and expenses shall be payable whether or not an Advance is made under this AgreementAgreement and may upon the Lender giving one Business Day's advance notice to the Borrower, be charged to the Borrower's deposit account when incurred or submitted. The Borrower shall indemnify the Lenders, the Agent, the Arrangers, the Syndication Agents, and each of them, and their respective officers, directors, trustees, employees and agents Lender against any liability, obligation, loss (other than loss of profit) or expense which any of them it may sustain or incur as a consequence of (i) any representation or warranty made herein by the Borrower or in a Restricted Party Credit Document by any other Person, which was incorrect at the time it was made or deemed to have been made, (ii) a default by the Borrower in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Advance is deemed to be made to the Borrower to pay the amount that the Borrower has not been paidfailed to pay), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, Lender in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are Lender is not reimbursed pursuant to any other provisions of this Agreement, (iii) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made accordance with the advice given by the Borrower under Section 10.4 and communicated to the Agent, (v) any other default by a Restricted Party the Borrower hereunder, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other Credit Documents and made Advances to the Borrower. A certificate of a the Lender or the Agent as to the amount of any such liability, obligation loss or expense shall be conclusive prima facie evidence as to the amount thereof, in the absence of manifest error provided that error. In addition, the Borrower shall indemnify the Lender determines and its directors, officers, employees and representatives from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation Credits, other than through the gross negligence or wilful misconduct of the amount owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other partyLender. The agreements in this Section shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required Each Subsidiary Guarantor agrees to be furnished jointly and severally liable for the payment of all reasonable and documented fees and expenses, including Attorneys’ Costs (but limited to the Lendersfees, the Agent, or any charges and disbursements of them, by the Restricted Parties under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of them. The Borrower shall pay on demand all reasonable third party costs one counsel and expenses of the Lenders, or any of them (including, without limitation, the reasonable fees one local counsel and expenses of one applicable regulatory counsel in each relevant jurisdiction for the Lenders Administrative Agent and one counsel and one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the Agent collectivelyother Guaranteed Parties (and, but not separately for individual Lenders and in the Agentcase of a conflict of interest, on one additional counsel to all such affected Guaranteed Parties similarly situated, taken as a solicitor and own client basiswhole)), incurred in connection with (i) the preparation, execution, delivery, administration, periodic review and enforcement of the Credit Documents; (ii) obtaining advice as to their rights and responsibilities by any Guaranteed Party in connection with the Credits and the Credit Documents; (iii) reviewingenforcement of this Subsidiary Guaranty Agreement, inspecting and appraising the collateral that is the subject of the Security at reasonable intervals; (iv) the syndication of the Credits; (v) due diligence; and (vi) other matters relating to the Credits. Such costs and expenses shall be payable whether or not an Advance is made suit be brought. Without limitation of any other obligations of any Subsidiary Guarantor or remedies of the Administrative Agent or any Guaranteed Party under this Subsidiary Guaranty Agreement. The Borrower shall indemnify , each Subsidiary Guarantor shall, to the Lendersfullest extent permitted by Law, indemnify, defend and save and hold harmless the Agent, the Arrangers, the Syndication AgentsAdministrative Agent and each Guaranteed Party from and against, and each shall pay on demand, any and all damages, losses, liabilities and expenses (including Attorneys’ Costs) that may be suffered or incurred by the Administrative Agent or such Guaranteed Party in connection with or as a result of themany failure of any Guaranteed Obligations to be the legal, valid and their respective officers, directors, trustees, employees and agents binding obligations of any Borrower or any applicable Loan Party enforceable against any liabilityBorrower or such applicable Loan Party in accordance with their terms; provided that such indemnity shall not, obligationas to any indemnitee, loss be available to the extent that such losses, claims, damages, liabilities or expense which any of them may sustain or incur as a consequence of related expenses (ix) any representation or warranty made herein are determined by a Restricted Party which was incorrect at the time it was made or deemed court of competent jurisdiction by final and nonappealable judgment to have been maderesulted from the gross negligence or willful misconduct of such indemnitee, (iiy) result from a default claim brought by the any Borrower or any other Loan Party against an indemnitee for breach in the payment bad faith of such indemnitee’s obligations hereunder or under any sum due from it under other Loan Document, if such Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) arise out of, or in connection with the Credit Documents (irrespective of whether with, any proceeding that does not involve an Advance is deemed to be made to pay the amount that has not been paid), including, but not limited to, all sums (whether in respect of principal, interest act or any other amount) paid or payable to lenders of funds borrowed omission by the Lenders, the Agent, a Borrower or any of them, in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are not reimbursed pursuant to its Affiliates that is brought by an indemnitee against any other provisions of this Agreement, (iii) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (iv) the failure of a purchaser of Bankers' Acceptances indemnitee (other than one of any proceeding against any indemnitee in its capacity or fulfilling its role as the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Administrative Agent, (v) any other default by a Restricted Party hereunder, and (vi) generallyan Arranger, the Lenders L/C Issuer or any similar role); provided further that the reimbursement of fees, charges and disbursements of counsel shall be limited to one counsel and one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the Administrative Agent having entered into this Agreement and one counsel and one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the other Credit Documents and made Advances to the Borrower. A certificate of a Lender or the Agent as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereofindemnitees (and, in the absence case of manifest error provided that the Lender determines the amount owing a conflict of interest, one additional counsel to it in good faith using any reasonable method and provides all such affected indemnitees similarly situated, taken as a detailed description of its calculation of the amount owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other partywhole). The agreements in 151153073 obligations of each Subsidiary Guarantor under this Section paragraph shall survive the payment in full of the Guaranteed Obligations and termination of this Agreement and repayment of the ObligationsSubsidiary Guaranty Agreement.

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required Each Guarantor agrees to be furnished jointly and severally liable for the payment of all reasonable out-of-pocket expenses incurred by any Guaranteed Party (including the fees, charges and disbursements of any counsel for any Guaranteed Party; provided that such reimbursement obligation shall be limited to the Lendersfees, charges and disbursements of (a) one counsel generally representing the AgentAdministrative Agent and any other Guaranteed Party taken as a whole, (b) in the case of an actual or perceived conflict of interest with respect to any such party, where such party affected by such conflict informs the Borrower of themsuch conflict and thereafter retains its own counsel, by the Restricted Parties under this Agreement shall be supplied without cost to the Lendersof such counsel, the Agent(c) if reasonably necessary, or any of them. The Borrower shall pay on demand all reasonable third party costs and expenses of the Lenders, or any of them (including, without limitation, the reasonable fees and expenses of one local counsel for the Lenders all such parties taken as a whole in each relevant jurisdiction, and the Agent collectively(d) if reasonably necessary, but not separately special counsel for individual Lenders and the Agent, on all such parties taken as a solicitor and own client basis), incurred in connection with (iwhole) the preparation, execution, delivery, administration, periodic review and enforcement of the Credit Documents; (ii) obtaining advice as to their rights and responsibilities in connection with the Credits and the Credit Documents; (iii) reviewingenforcement of this Guaranty Agreement, inspecting and appraising the collateral that is the subject of the Security at reasonable intervals; (iv) the syndication of the Credits; (v) due diligence; and (vi) other matters relating to the Credits. Such costs and expenses shall be payable whether or not an Advance is made suit be brought. Without limitation of any other obligations of any Guarantor or remedies of the Administrative Agent or any Guaranteed Party under this Guaranty Agreement. The Borrower shall indemnify , each Guarantor shall, to the Lendersfullest extent permitted by Law, indemnify, defend and save and hold harmless the Agent, the Arrangers, the Syndication AgentsAdministrative Agent and each Guaranteed Party from and against, and each shall pay on demand, any and all damages, losses, liabilities and expenses (including the reasonable fees, charges and disbursements of them, and their respective officers, directors, trustees, employees and agents against any liability, obligation, loss counsel for the Administrative Agent or expense which any of them other Guaranteed Party) that may sustain be suffered or incur incurred by the Administrative Agent or such Guaranteed Party in connection with or as a consequence result of any failure of any Guaranteed Liabilities to be the legal, valid and binding obligations of the Borrower or any applicable Loan Party enforceable against the Borrower or such applicable Loan Party in accordance with their terms; provided that such indemnity shall not, as to the Administrative Agent or any other Guaranteed Party, be available to the extent such losses, claims, damages, liabilities or expenses (i) any representation or warranty made herein are determined by a Restricted Party which was incorrect at the time it was made or deemed court of competent jurisdiction by final and nonappealable judgment to have been made, resulted from the gross negligence or willful misconduct of such Guaranteed Party or (ii) result from a default claim brought by any Guarantor against the Borrower in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Advance is deemed to be made to pay the amount that has not been paid), including, but not limited to, all sums (whether in respect of principal, interest Administrative Agent or any other amount) paid Guaranteed Party for a material breach in bad faith of such Guaranteed Party’s obligations hereunder or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are not reimbursed pursuant to under any other provisions Loan Document, if such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of this Agreement, (iii) the failure competent jurisdiction. The obligations of the Borrower to complete any Advance or make any payment after notice therefor has been given each Guarantor under this Agreement, (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (v) any other default by a Restricted Party hereunder, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other Credit Documents and made Advances to the Borrower. A certificate of a Lender or the Agent as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error provided that the Lender determines the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation of the amount owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other party. The agreements in this Section paragraph shall survive the payment in full of the Guaranteed Liabilities and termination of this Agreement and repayment of the ObligationsGuaranty Agreement.

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Agent, or any of them, Lender by the Restricted Parties Obligors under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of themLender. The Borrower shall pay on demand all reasonable third party costs and out-of-pocket expenses of the Lenders, or any of them Lender (including, without limitation, the reasonable fees and expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, Lender on a solicitor and own client basisbasis and including printing, reproduction, document delivery, publicity, communication, audit and travel costs), incurred in connection with (i) the preparation, execution, delivery, amendment, administration, periodic review and enforcement of the Credit Documents; (ii) obtaining advice as to their rights and responsibilities in connection with the Credits Credit and the Credit Documents; (iii) reviewing, inspecting and appraising the collateral that is the subject of the Security at reasonable intervals; intervals (iv) the syndication up to a limit of the Credits; (v) due diligenceU.S. $10,000 per year if no Event of Default or Pending Event of Default has occurred); and (viiv) other matters relating to the CreditsCredit. Such costs and expenses shall be payable whether or not an Advance is made under this AgreementAgreement and the Lender shall provide the Borrower with reasonable evidence of costs and expenses for which it seeks payment. Notwithstanding the foregoing, the Borrower shall not be responsible for costs relating to syndications, assignments or participations of the Credit, whether or not the Borrower has consented thereto. The Borrower shall indemnify the LendersLender, its affiliates involved with the AgentCredit, the Arrangerstheir respective directors, the Syndication Agentsofficers, employees and representatives, and each of them, and their respective officers, directors, trustees, employees and agents against any liability, obligation, loss (other than loss of profit) or expense which any of them may sustain or incur as a consequence of (ia) any representation or warranty made herein by a Restricted Party any Obligor which was incorrect at the time it was made or deemed to have been made, (iib) a default by the Borrower any Obligor in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Advance is deemed to be made to the Borrower to pay the any amount that it has not been paidfailed to pay), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, Lender in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are Lender is not reimbursed pursuant to any other provisions of this Agreement, (iiic) the failure of the Borrower to complete any Advance or make any payment in the manner required by this Agreement after notice therefor has been given under this Agreement, and (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (vd) any other default by a Restricted Party any Obligor hereunder, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other Credit Documents and made Advances to the Borrower. A certificate of a the Lender or the Agent as to the amount of any such loss or expense shall be conclusive prima facie evidence as to the amount thereof. In addition, the Borrower shall indemnify the Lender, its affiliates involved with the Credit, and their respective directors, officers, employees and representatives from and against any and all actions, proceedings, claims, losses (other than loss of profits), damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the absence Credit, other than through the negligence or wilful misconduct of manifest error provided that the Lender determines the amount owing to it in good faith using or any reasonable method and provides a detailed description of its calculation party acting for or on behalf of the amount owing to itLender. In no event Without limiting the foregoing, the Borrower shall indemnify the Lender, its affiliates involved with the Credit, and their respective directors, officers, employees and representatives in respect of (i) any party to this Agreement be liable for consequential damages suffered remedial action taken by the Lender in connection with the presence, use, handling, production, transportation, storage, release, deposit, discharge or disposal of any Hazardous Materials in, on or about any Property owned, operated or occupied by the Obligors and their Subsidiaries, whether by the Obligors or any other Person, including without limitation any repair, clean-up, remediation or detoxification of any of such Property and the preparation of any closure or other required plans, and (ii) any breach by any other partyObligor of any Environmental Law. The agreements in this Section shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. All statements(a) Borrower covenants and agrees to pay or, reportsif Borrower fails to pay, certificatesto reimburse, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Agent, or any Lender upon receipt of them, by the Restricted Parties under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of them. The Borrower shall pay on demand notice from Lender for all reasonable third party costs and expenses of the Lenders, or any of them (including, without limitation, the including reasonable attorneys’ fees and expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, on a solicitor and own client basis), disbursements) incurred by Lender in connection with (i) the preparation, executionnegotiation, delivery, administration, periodic review execution and enforcement delivery of this Agreement and the other Loan Documents and the consummation of the Credit Documentstransactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by Lender and required to be provided by Borrower pursuant to the Loan Documents as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Property); (ii) obtaining advice as to their rights Borrower’s ongoing performance of and responsibilities compliance with Borrower’s respective agreements and covenants contained in connection with the Credits this Agreement and the Credit Documentsother Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (iii) reviewing, inspecting Lender’s ongoing performance and appraising compliance with all agreements and conditions 187 contained in this Agreement and the collateral that is other Loan Documents on its part to be performed or complied with after the subject of the Security at reasonable intervalsClosing Date; (iv) the syndication of the Credits; (v) due diligence; negotiation, preparation, execution, delivery and (vi) other matters relating to the Credits. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. The Borrower shall indemnify the Lenders, the Agent, the Arrangers, the Syndication Agents, and each of them, and their respective officers, directors, trustees, employees and agents against any liability, obligation, loss or expense which any of them may sustain or incur as a consequence of (i) any representation or warranty made herein by a Restricted Party which was incorrect at the time it was made or deemed to have been made, (ii) a default by the Borrower in the payment administration of any sum due from it under consents, amendments, waivers or in connection with the Credit Documents (irrespective of whether an Advance is deemed other modifications to be made to pay the amount that has not been paid), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are not reimbursed pursuant to any other provisions of this Agreement, (iii) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (v) any other default by a Restricted Party hereunder, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other Credit Loan Documents and any other documents or matters requested by Lender; (v) securing Borrower’s compliance with any requests made Advances pursuant to the Borrower. A certificate of a Lender or the Agent as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error provided that the Lender determines the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation of the amount owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other party. The agreements in this Section shall survive the termination provisions of this Agreement and repayment the other Loan Documents; (vi) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (vii) enforcing or preserving any rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; and (viii) enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Property or in connection with any refinancing or restructuring of the Obligationscredit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender or the breach by Lender of this Agreement or any other Loan Documents.

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Agent, or any of them, by the Restricted Parties under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of them. The Borrower shall pay on demand or reimburse all reasonable third party costs and expenses incurred in connection with the syndication of the LendersBridge Facility and with the preparation, or negotiation, execution and delivery of the Bridge Documentation and any of them (includingsecurity arrangements in connection therewith, including without limitation, the reasonable fees and disbursements of counsel, as more fully stated in and in accordance with the Commitment Letter. The Borrower shall also pay all costs and expenses of counsel for the Administrative Agent, the Bridge Lenders and the Agent collectivelytheir respective affiliates (including, but not separately for individual Lenders without limitation, reasonable fees and the Agent, on a solicitor and own client basis), disbursements of counsel) incurred in connection with (i) the preparation, execution, delivery, administration, periodic review amendment, waiver or modification (including proposed amendments, waivers or modifications) of, and enforcement of the Credit Documents; (ii) obtaining advice as to their any of its rights and responsibilities in connection with remedies under, the Credits Bridge Documentation. The Borrower will indemnify the Bridge Lenders, the Lead Arrangers, the Administrative Agent and the Credit Documents; their respective affiliates (iiiincluding, without limitation, controlling persons) reviewingand each director, inspecting officer, employee, advisor, agent, affiliate, successor, partner, representative and appraising the collateral that is the subject assign of each of the Security at reasonable intervals; foregoing (iveach an “Indemnified Person”) and hold them harmless from and against any and all actions, suits, investigation, inquiry, claims, losses, damages, liabilities, expenses or proceedings of any kind or nature whatsoever which may be incurred by or asserted against or involve any such Indemnified Person as a result of or arising out of or in any way related to or resulting from the syndication Bridge Facility, the use of proceeds thereof, the Transactions or the other transactions contemplated thereby (regardless of whether any such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or otherwise) (any of the Creditsforegoing, a “Proceeding”); (v) due diligence; and (vi) other matters relating provided, however, that no Indemnified Person will be indemnified for costs, expenses or liabilities to the Creditsextent determined by a final, non-appealable judgment of a court of competent jurisdiction to have been incurred solely from the gross negligence or willful misconduct of such Indemnified Person. Such costs The Borrower’s indemnity and expenses reimbursement obligations shall be payable effective, whether or not an Advance such Proceeding is made under this Agreement. The Borrower shall indemnify brought by the LendersBorrower, the AgentHoldings, the Arrangers, the Syndication Agents, and each any of them, and your or their respective officerssecurityholders or creditors, directors, trustees, employees and agents against any liability, obligation, loss or expense which any of them may sustain or incur as a consequence of (i) any representation or warranty made herein by a Restricted Party which was incorrect at the time it was made or deemed to have been made, (ii) a default by the Borrower in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Advance is deemed to be made to pay the amount that has not been paid), including, but not limited to, all sums (whether in respect of principal, interest Indemnified Person or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agentperson, or any of them, in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are not reimbursed pursuant to any other provisions of this Agreement, (iii) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (iv) the failure of an Indemnified Person is otherwise a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (v) any other default by a Restricted Party hereunder, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other Credit Documents and made Advances to the Borrower. A certificate of a Lender or the Agent as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error provided that the Lender determines the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation of the amount owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other party. The agreements in this Section shall survive the termination of this Agreement and repayment of the Obligationsthereto.

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Agent, or any of them, by the Restricted Parties Borrower under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of them. The Borrower shall pay on demand all reasonable third party costs and expenses of the Lenders, or any of them (including, without limitation, including the reasonable fees and expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, on a solicitor and own client basis), incurred in connection with (i) the preparation, execution, delivery, administration, periodic review and enforcement of the Credit Loan Documents; (ii) obtaining advice as to their rights and responsibilities in connection with the Credits Credit and the Credit Loan Documents; (iii) reviewing, inspecting and appraising the any collateral that is the subject of the Security at reasonable intervals; (iv) the syndication of the Credits; (v) due diligence; and (vi) other matters relating to the CreditsCredit. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. The Borrower shall indemnify the Lenders, the Agent, the Arrangers, the Syndication Agents, and each of them, and their respective officers, directors, trustees, employees and agents against any liability, obligation, loss or expense which any of them may sustain or incur as a consequence of (ia) any representation or warranty made herein by a Restricted Party the Borrower which was incorrect at the time it was made or deemed to have been made, (iib) a default by the Borrower in the payment of any sum due from it under or in connection with the Credit Loan Documents (irrespective of whether an Advance is deemed to be made to pay the amount that has not been paid), including, but not limited to, including all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are not reimbursed pursuant to any other provisions of this Agreement, (iiic) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (ivd) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (ve) any other default by a Restricted Party hereunderthe Borrower, and (vif) generally, the Lenders and the Agent having entered into this Agreement and the other Credit Loan Documents and made Advances to the Borrower. A certificate of a Lender or the Agent as to the amount of any such loss or expense shall be conclusive prima facie evidence as to the amount thereof, in the absence of manifest error provided that the Lender determines the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation of the amount owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other party. The agreements in this Section shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Agent, or any of them, by the Restricted Parties Borrower or any Guarantor under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of them. The Borrower shall pay on demand all reasonable third party costs and expenses of the Lenders, or any of them (including, without limitation, the reasonable fees and expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, on a solicitor and own client basis), incurred in connection with (i) the preparation, execution, delivery, administration, periodic review and enforcement of the Credit Documents; (ii) obtaining advice as to their rights and responsibilities in connection with the Credits and the Credit Documents; (iii) reviewing, inspecting and appraising the collateral that is the subject of the Security at reasonable intervals; and (iv) the syndication of the Credits; (v) due diligence; and (vi) other matters relating to the Credits, excluding any assignment or participation of an interest in the Credits following the initial Advance under this Agreement. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. The Borrower shall indemnify the Lenders, the Agent, the Arrangers, the Syndication Agents, and each of them, and their respective officers, directors, trustees, employees and agents against any liability, obligation, loss or expense which any of them may sustain or incur as a consequence of (i) any representation or warranty made herein by a Restricted Party the Borrower which was incorrect at the time it was made or deemed to have been made, (ii) a default by the Borrower in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Advance is deemed to be made to the Borrower to pay the amount that it has not been paidfailed to pay), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are not reimbursed pursuant to any other provisions of this Agreement, (iii) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made breach by the Borrower of its representations and communicated covenants in this Agreement relating to the AgentHazardous Materials and other environmental matters, (v) any other default by a Restricted Party the Borrower hereunder, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other Credit Documents and made Advances to the Borrower. A certificate of a Lender or the Agent as to the amount of any such loss or expense shall be conclusive prima-facie evidence as to the amount thereof, in the absence of manifest error provided that the Lender determines the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation of the amount owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other party. The agreements in this Section shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Agent, or any of them, by the Restricted Parties Borrower under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of them. The Borrower shall pay on demand all reasonable third party costs and expenses of the Lenders, or any of them (including, without limitation, the reasonable fees and expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, on a solicitor and own client basis), incurred in connection with (i) the preparation, execution, delivery, administration, periodic review and enforcement of the Credit Documents; (ii) obtaining advice as to their rights and responsibilities in connection with the Credits Credit and the Credit Documents; (iii) reviewing, inspecting and appraising the collateral that is the subject of the Security at reasonable intervals; (iv) the syndication of the Credits; (v) due diligence; and (vi) other matters relating to the CreditsCredit. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. The Borrower shall indemnify the Lenders, the Agent, the Arrangers, the Syndication Agents, and each of them, and their respective officers, directors, trustees, employees and agents against any liability, obligation, loss or expense which any of them may sustain or incur as a consequence of (i) any representation or warranty made herein by a Restricted Party the Borrower which was incorrect at the time it was made or deemed to have been made, (ii) a default by the Borrower in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Advance is deemed to be made to pay the amount that has not been paid), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are not reimbursed pursuant to any other provisions of this Agreement, (iii) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (v) any other default by a Restricted Party hereunderthe Borrower, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other Credit Documents and made Advances to the Borrower. A certificate of a Lender or the Agent as to the amount of any such loss or expense shall be conclusive prima facie evidence as to the amount thereof, in the absence of manifest error provided that the Lender determines the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation of the amount owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other party. The agreements in this Section shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Agent, or any of them, by the Restricted Parties Borrower under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of them. The Borrower shall pay on demand within 30 days after request all reasonable documented third party costs and expenses of the Lenders, or any of them (including, without limitation, including the reasonable documented fees and expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, on a solicitor and own client full indemnity basis), incurred in connection with (i) the preparation, execution, delivery, administration, periodic review and enforcement of the Credit Loan Documents; (ii) obtaining advice as to their rights and responsibilities in connection with the Credits Credit and the Credit Loan Documents; (iii) reviewing, inspecting and appraising the collateral that is the subject of the Security at reasonable intervals; (iv) the syndication of the Credits; (v) due diligence; and (vi) other matters relating to the CreditsCredit. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. The Borrower shall indemnify the Lenders, the Agent, the Arrangers, the Syndication Agents, and each of themthem (collectively, and their respective officersthe “Indemnitees”), directors, trustees, employees and agents against any liability, obligation, loss or expense which any of them may sustain or incur as a consequence of (ia) any representation or warranty made herein by a Restricted Party the Borrower which was incorrect at the time it was made or deemed to have been made, (iib) a default by the Borrower in the payment of any sum due from it under or in connection with the Credit Loan Documents (irrespective of whether an Advance is deemed to be made to pay the amount that has not been paid), including, but not limited to, including all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are not reimbursed pursuant to any other provisions of this Agreement, (iiic) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, (ivd) the failure of a purchaser of Bankers' ’ Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (ve) any other default by a Restricted Party hereunderthe Borrower, and (vif) generally, the Lenders and the Agent having entered into this Agreement and the other Credit Loan Documents and made Advances to the Borrower. A certificate of a Lender or the Agent as to the amount of any such loss or expense shall be conclusive prima facie evidence as to the amount thereof, in the absence of manifest error provided that the Lender determines the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation of the amount owing to it. Notwithstanding the foregoing, the Borrower shall not be obliged to indemnify an Indemnitee against any (i) liability, obligation, loss or expense caused by the gross negligence, wilful misconduct or breach of any Loan Document of that Indemnitee or (ii) claims brought by the Agent against a Lender or by a Lender against the Agent or another Lender. Whenever the Agent or a Lender shall have received notice that a claim has been commenced or threatened that would subject the Borrower to the indemnity provisions of this Section 10.7, the Agent or Lender, as applicable shall as soon as reasonably possible notify (to the extent permitted by Applicable Law) the Borrower in writing of the claim and of all relevant information the Lender or Agent possesses relating thereto; provided, however, that failure to so notify the Borrower shall not release the Borrower from any liability which it may have on account of the indemnity set forth in this Section 10.7, except to the extent that the Borrower shall have been materially prejudiced by such failure. If the Borrower acknowledges its obligation to indemnify the Indemnitees in respect of the claim, the Borrower shall have the right, but not the obligation, to assume the defence of any claim in any jurisdiction with legal counsel of reputable standard in order to protect the rights and interest of the Indemnitees, unless or until the Indemnitees reasonably conclude that the Borrower’s interests in respect of the claim conflict in any material respect with theirs. In no event assuming the defence, (i) the Borrower shall any party require the consent of the Indemnitees of the choice of legal counsel in connection with the claim, which consent shall not be unreasonably withheld or delayed; and (ii) without prejudice to this Agreement the rights of the Indemnitees to retain separate counsel and participate in the defence of the claim, the Borrower and the Indemnitees shall make all reasonable efforts to co-ordinate their course of action in connection with the defence of such claim. The related costs and expenses sustained in such respect by the Indemnitees, including legal costs and expenses, shall be at the expense of the Borrower, provided that the Borrower shall only be liable for consequential damages suffered by the costs and expenses of one firm of separate counsel in addition to the cost of any other partylocal counsel that may be required. Until the Borrower acknowledges its obligation to indemnify the Indemnitees and assumes the defence of the claim, the Indemnitees shall have the right to undertake, at the expense of the Borrower, the defence, compromise or settlement of the claim on behalf and for the account and risk of the Borrower, subject to the right of the Borrower to assume the defence of the claim at any time prior to settlement, compromise or final determination thereof. If the Borrower has acknowledged its obligation to indemnify the Indemnitees, the Borrower shall not be liable for any settlement of any claim effected without its written consent (which shall not be unreasonably withheld or delayed). In addition, the Borrower shall not, without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim or threatened claim in a way that would create any liability for any Indemnitee, whether or not the Borrower has acknowledged its obligation to indemnify the Indemnitees. The agreements in this Section shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders, Lender by the Agent, Borrowers (or any either of them, by the Restricted Parties ) or a Subsidiary under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of themLender. The Borrower Borrowers shall pay on demand all reasonable third party out of pocket costs and expenses of the Lenders, or any of them Lender (including, without limitation, long distance telephone and courier charges and the reasonable fees and expenses of counsel for the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, on a solicitor and own client basisLender), incurred in connection with (i) the preparation, execution, delivery, administration, periodic review and enforcement review, modification or amendment of the Credit Documents; (ii) any enforcement of the Credit Documents; (iii) obtaining advice as to their the rights and responsibilities of the Lender in connection with the Credits and the Credit Documents; (iiiiv) reviewing, inspecting and appraising the collateral that is the subject of the Security at reasonable intervals; (iv) in connection with the syndication enforcement of its rights under the CreditsSecurity; (v) due diligencethe repayment, prepayment or Conversion (whether by acceleration or otherwise) of a LIBOR Advance on a date other than the stated maturity thereof; and (vi) other matters relating to the Credits, or either of them. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. The Each Borrower shall indemnify the Lenders, the Agent, the Arrangers, the Syndication Agents, and each of them, and their respective officers, directors, trustees, employees and agents Lender against any liability, obligation, loss or expense which any of them it may sustain or incur as a consequence of (i) any representation or warranty made herein by a Restricted Consolidating Loan Party which was incorrect at the time it was made or deemed to have been made, (ii) a default by the Borrower a Loan Party in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Advance is deemed to be made to the Borrowers to pay the amount that has not been paidthe Borrowers have failed to pay), including, but not limited to, all sums (whether in respect of principal, interest interest, or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, Lender in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are Lender is not reimbursed pursuant to any other provisions of this Agreement, (iii) the failure of the Borrower Borrowers (or either of them) to complete any Advance or make any payment after notice therefor therefore has been given under this Agreement, and (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (v) any other default by a Restricted any Loan Party hereunder, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other under any Credit Documents and made Advances to the BorrowerDocument. A certificate of a the Lender or the Agent as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error provided that error. In addition, each Borrower shall indemnify the Lender determines and its directors, officers, employees and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the making of any Advance hereunder and the Lender taking, holding and enforcing the Security, other than arising from the gross negligence or wilful misconduct of the Lender or any other Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrowers of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation or an estimate of the amount owing to it. In no event shall any party to this Agreement be liable for consequential damages suffered by any other partyof the claim. The agreements failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless such failure adversely effects the Borrowers' position in respect of such claim. The Agreements in this Section shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lenders, the Agent, or any of them, Lender by the Restricted Parties Borrower or the Custodian under this Agreement shall be supplied without cost to the Lenders, the Agent, or any of themLender. The Borrower shall pay on demand all reasonable third party out of pocket costs and expenses of the Lenders, or any of them Lender (including, without limitation, including long distance telephone and courier charges and the reasonable fees and expenses of legal counsel for to the Lenders and the Agent collectively, but not separately for individual Lenders and the Agent, on a solicitor and own client basisLender), incurred in connection with (i) the preparation, execution, delivery, administration, periodic review and enforcement review, modification or amendment of the Credit Documents; (ii) obtaining advice as to their rights and responsibilities in connection with the Credits and any enforcement of the Credit Documents; (iii) obtaining advice as to its rights and responsibilities in connection with this Agreement and the Credit Documents; (iv) reviewing, inspecting and appraising the collateral Collateral that is the subject of the Security at reasonable intervals; (iv) the syndication of the Credits; and (v) due diligence; and (vi) all other matters relating to this Agreement and the Creditsother Credit Documents; provided that, prior to the occurrence of an Event of Default, the Borrower shall not be required to pay the Lender in any given calendar year more than U.S.$20,000 (or the Canadian Dollar equivalent thereof) on account of out-of-pocket costs and expenses relating to the Lender's ongoing due diligence in respect of, and the Lender's monitoring of, the Borrower and the performance of its obligations under the Credit Documents; and provided further that the Borrower shall not be required to pay the Lender more than U.S.$75,000 (or the Canadian Dollar equivalent thereof) in connection with legal fees (exclusive of taxes and disbursements) payable by the Lender to XxXxxxxx Xxxxxxxx LLP relating to services performed up to the date hereof in connection with the transactions contemplated by the Credit Documents. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. The Borrower shall indemnify the Lenders, the Agent, the Arrangers, the Syndication Agents, and each of them, and their respective officers, directors, trustees, employees and agents Lender against any liability, obligation, loss or expense which any of them it may sustain or incur as a consequence of (i) any representation or warranty made herein by a Restricted Party the Borrower which was incorrect at the time it was made or deemed to have been made, (ii) a default by the Borrower in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Advance is deemed to be made to the Borrower to pay the amount that the Borrower has not been paidfailed to pay), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Lenders, the Agent, or any of them, Lender in order to fund the amount of any such unpaid amount to the extent the Lenders, the Agent, or any of them, are Lender is not reimbursed pursuant to any other provisions provision of this Agreement, (iii) the failure of the Borrower to complete any Advance or make any payment after notice therefor has been given under this Agreement, and (iv) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for and take delivery of them in any arrangement for sale made by the Borrower and communicated to the Agent, (v) any other default by a Restricted Party the Borrower hereunder, and (vi) generally, the Lenders and the Agent having entered into this Agreement and the other Credit Documents and made Advances to the Borrower. A certificate of a the Lender or the Agent as to the amount of any such liability, obligations, loss or expense shall be conclusive prima facie evidence as to the amount thereof, in the absence of manifest error provided that miscalculation or error. In addition, the Borrower shall indemnify the Lender determines and its directors, officers, employees and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them by any third party as a result of or in connection with the making of any Advance hereunder, other than any such claim arising from the gross negligence or wilful misconduct of the Lender or any other Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount owing to it in good faith using any reasonable method and provides a detailed description of its calculation or an estimate of the amount owing of the claim. The failure of an Indemnified Party to itgive notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder, except to the extent such failure adversely affects the right of the Borrower to assert any reasonable defense to such claim. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification under this Section 12.7, without the prior written consent of the Borrower. The Borrower at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or any legal proceeding resulting therefrom. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. If the Borrower does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate and at the expense of the Borrower, including, but not limited to, settling such claim or litigation, after giving notice of the same to and receiving the consent of the Borrower (which consent shall not be unreasonably withheld). In no event such case the Borrower shall any party be entitled to this Agreement be liable for consequential damages suffered by any other partyparticipate in (but not control) the defense of such action, with its own counsel and at its own expense. The agreements in this Section shall survive the termination of this Agreement and the repayment of the Obligations.