Common use of Expenses and Indemnity Clause in Contracts

Expenses and Indemnity. (a) In connection with the Fiscal Agent’s appointment and duties under this Agreement and the Bonds, the Province will pay the Fiscal Agent compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia). The Province will indemnify and hold harmless the Fiscal Agent against all claims, actions, demands, damages, costs, losses and liabilities which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal Agent, transfer to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent for certain out-of-pocket expenses reasonably incurred by it in connection with its services. The obligation of the Province under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent. (b) The Fiscal Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees, or agents. The obligations of the Fiscal Agent under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel), but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, action, suit or proceeding). If any indemnifying party assumes the defence of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. (a) In connection with the Fiscal AgentRegistrar’s appointment and duties under this Agreement and the Bondsas Registrar, the Province will pay the Fiscal Agent Registrar compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia)Registrar. The Province will indemnify and hold harmless the Fiscal Registrar and each Paying Agent against all claims, actions, demands, damages, costs, losses and liabilities or liability which may be incurred by the Fiscal Registrar or any Paying Agent by reason of, or in connection with, the Fiscal Registrar’s or any Paying Agent’s appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful misconduct of the Fiscal Registrar or any Paying Agent or its their respective directors, officers, employees or agents. In addition, the Province will (i) indemnify and hold harmless the DTC Custodian on the same basis as aforesaid in respect of its duties as custodian for DTC less any amounts received by the DTC Custodian from DTC in connection with any applicable indemnity provided by DTC to the DTC Custodian but only to the extent the DTC Custodian is not otherwise entitled to be indemnified or held harmless by DTC, and (ii) shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal AgentRegistrar, transfer to the Fiscal AgentRegistrar, upon presentation of substantiating documentation satisfactory to the ProvinceProvince acting reasonably, amounts sufficient to reimburse the Fiscal Agent Registrar for certain out-of-pocket expenses reasonably incurred by it and by any Paying Agent in connection with its their services. The obligation of the Province under this subsection paragraph shall survive payment of the Bonds Bonds, termination of this Agreement and resignation or removal of the Fiscal AgentRegistrar. (b) The Fiscal Registrar and each Paying Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent Registrar or such Paying Agent, as the case may be, or its respective directors, officers, employees, employees or agents. The obligations of the Fiscal Registrar and each Paying Agent under this subsection paragraph shall survive payment of the Bonds Bonds, termination of this Agreement and resignation or removal of the Fiscal Registrar and each Paying Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence defense of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences defenses available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, claim or action, suit or proceeding). If any an indemnifying party assumes the defence defense of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. (a) In connection with the Fiscal Agent’s appointment and duties under this Agreement and the Bondsas Fiscal Agent, the Province will shall pay the Fiscal Agent from time to time compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia). The Province will indemnify and hold harmless the Fiscal Agent against all claims, actions, demands, damages, costs, losses and liabilities which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal Agent. In addition, transfer the Province shall, pursuant to arrangements also separately agreed upon by the Province and the Fiscal Agent, pay to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent for certain its out-of-pocket expenses (including reasonable legal fees and expenses), disbursements and advances made or reasonably incurred by it in connection with its servicesservices hereunder (including the reasonable fees, expenses and disbursements of its agents and counsel). The obligation obligations of the Province under to the Fiscal Agent pursuant to this subsection Subsection 12(a) shall survive payment of the Bonds and resignation or removal of the Fiscal Agent and the satisfaction or termination of this Agreement and are made in connection with the Fiscal Agent’s execution and performance of this Agreement. (b) The Fiscal Agent agrees to indemnify Province shall indemnify, defend and hold harmless the Province against Fiscal Agent, and its officers, directors, employees, representatives and agents, from and against, and shall reimburse the Fiscal Agent for, any and all claims, expenses, actions, demands, obligations, liabilities, losses, damages, injuries (to persons, property or natural resources), penalties, stamp duties or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s fees and expenses) of whatever kind or nature, regardless of their merit, demanded, asserted or claimed against the Fiscal Agent, directly or indirectly relating to, or arising by reason of the Fiscal Agent’s appointment, duties, responsibilities and obligations pursuant to this Agreement, including, without limitation, all reasonable costs required to be associated with claims for damages to persons, property or natural resources, together with reasonable consultants’ fees and expenses and court costs, losses and liabilities except to the extent caused by, arising out of or relating to any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Agent or any of its directors, officers, employees, employees or agents. The obligations In addition, the Province shall, pursuant to arrangements also separately agreed upon by the Province and the Fiscal Agent, pay to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent under for its out-of-pocket expenses (including reasonable legal fees and expenses), disbursements and advances made or reasonably incurred by it in connection with its services hereunder (including the reasonable fees, expenses and disbursements of its agents and counsel). The indemnity set out in this subsection Subsection 12(b) shall survive payment of the Bonds and resignation or removal of the Fiscal Agent and the satisfaction or termination of this Agreement and is made in connection with the Fiscal Agent’s execution and performance of this Agreement. (c) The Fiscal Agent shall indemnify and hold harmless the Province from and against all claims, actions, demands, damages, costs, losses, liabilities, obligations, injuries (to persons, property or natural resources), penalties, stamp or other similar taxes, actions, judgments, reasonable costs and expenses (including reasonable attorney’s and consultants fees and expenses and court costs) of whatsoever kind or nature, demanded, asserted or otherwise claimed against the Province and arising out of the Fiscal Agent’s gross negligence or wilful misconduct relating to its obligations under this Agreement, except to the extent caused by any negligent act or omission, bad faith or wilful misconduct of the Province, or any of its officers, employees or agents. (d) Each party indemnified party pursuant to this Section 12 (an “Indemnified Party”) shall give prompt notice to each party indemnifying another party pursuant hereto (an “Indemnifying Party”) of any action commenced against it in respect of which indemnity may be sought under this Agreement but Agreement; provided that failure to so notify any indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability which it may have otherwise than on account of this indemnity. An indemnifying party Indemnifying Party may participate at its own expense in the defence defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party Indemnifying Party may assume the defence defense of such action with legal advisors chosen by it and approved by the indemnified party Indemnified Party defendant in such action, unless such indemnified party Indemnified Party reasonably objects to such assumption on the ground that there may be legal defences defenses available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)Indemnified Party, but an indemnifying party Indemnifying Party may not settle any action commenced against an indemnified party Indemnified Party without the written consent of the indemnified partyIndemnified Party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will Indemnified Party shall not, without the prior written consent of the indemnifying partyIndemnifying Party (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party Indemnifying Party is an actual or potential party to such claim, claim or action, suit or proceeding). If any indemnifying party an Indemnifying Party assumes the defence defense of any such action, the indemnifying party Indemnified Party shall not be liable for any fees or expenses of the legal advisors of the indemnified party Indemnified Party incurred thereafter in connection with such action. In Unless otherwise agreed, in no event shall the indemnifying party Indemnifying Party be liable for the fees and expenses of more than one legal advisor for the indemnified party Indemnified Party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. (a) In connection with the Fiscal Agent’s Registrar's appointment and duties under this Agreement and the Bondsas Registrar, the Province will pay the Fiscal Agent Registrar compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia)Registrar. The Province will indemnify and hold harmless the Fiscal Registrar and each Paying Agent against all claims, actions, demands, damages, costs, losses and liabilities or liability which may be incurred by the Fiscal Registrar or any Paying Agent by reason of, or in connection with, the Fiscal Registrar's or any Paying Agent’s 's appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful misconduct of the Fiscal Registrar or any Paying Agent or its their respective directors, officers, employees or agents. In addition, the Province will (i) indemnify and hold harmless the DTC Custodian on the same basis as aforesaid in respect of its duties as custodian for DTC less any amounts received by the DTC Custodian from DTC in connection with any applicable indemnity provided by DTC to the DTC Custodian but only to the extent the DTC Custodian is not otherwise entitled to be indemnified or held harmless by DTC, and (ii) shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal AgentRegistrar, transfer to the Fiscal AgentRegistrar, upon presentation of substantiating documentation satisfactory to the ProvinceProvince acting reasonably, amounts sufficient to reimburse the Fiscal Agent Registrar for certain out-of-pocket out‑of‑pocket expenses reasonably incurred by it and by any Paying Agent in connection with its their services. The obligation of the Province under this subsection paragraph shall survive payment of the Bonds Bonds, termination of this Agreement and resignation or removal of the Fiscal AgentRegistrar. (b) The Fiscal Registrar and each Paying Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent Registrar or such Paying Agent, as the case may be, or its respective directors, officers, employees, employees or agents. The obligations of the Fiscal Registrar and each Paying Agent under this subsection paragraph shall survive payment of the Bonds Bonds, termination of this Agreement and resignation or removal of the Fiscal Registrar and each Paying Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence defense of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences defenses available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, claim or action, suit or proceeding). If any an indemnifying party assumes the defence defense of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. (a) In connection with the Fiscal AgentRegistrar’s appointment and duties under this Agreement and the Bondsas Registrar, the Province will pay the Fiscal Agent Registrar compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia)Registrar. The Province will indemnify and hold harmless the Fiscal Registrar and each Paying Agent against all claims, actions, demands, damages, costs, losses and liabilities or liability which may be incurred by the Fiscal Registrar or any Paying Agent by reason of, or in connection with, the Fiscal Registrar’s or any Paying Agent’s appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful misconduct of the Fiscal Registrar or any Paying Agent or its their respective directors, officers, employees or agents. In addition, the Province will (i) indemnify and hold harmless the DTC Custodian on the same basis as aforesaid in respect of its duties as custodian for DTC less any amounts received by the DTC Custodian from DTC in connection with any applicable indemnity provided by DTC to the DTC Custodian but only to the extent the DTC Custodian is not otherwise entitled to be indemnified or held harmless by DTC, and (ii) shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal AgentRegistrar, transfer to the Fiscal AgentRegistrar, upon presentation of substantiating documentation satisfactory to the ProvinceProvince acting reasonably, amounts sufficient to reimburse the Fiscal Agent Registrar for certain out-of-pocket out‑of‑pocket expenses reasonably incurred by it and by any Paying Agent in connection with its their services. The obligation of the Province under this subsection paragraph shall survive payment of the Bonds Bonds, termination of this Agreement and resignation or removal of the Fiscal AgentRegistrar. (b) The Fiscal Registrar and each Paying Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent Registrar or such Paying Agent, as the case may be, or its respective directors, officers, employees, employees or agents. The obligations of the Fiscal Registrar and each Paying Agent under this subsection paragraph shall survive payment of the Bonds Bonds, termination of this Agreement and resignation or removal of the Fiscal Registrar and each Paying Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence defense of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences defenses available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, claim or action, suit or proceeding). If any an indemnifying party assumes the defence defense of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. (a) In connection with the Fiscal Agent’s Registrar's appointment and duties under this Agreement and the Bondsas Registrar, the Province CMHC will pay the Fiscal Agent Registrar compensation in an amount separately agreed upon by the Province CMHC and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia)Registrar. The Province CMHC will indemnify and hold harmless the Fiscal Registrar and each Paying Agent against all claims, actions, demands, damages, costscosts (including reasonable fees of counsel), losses and liabilities or liability which may be incurred by the Fiscal Registrar or any Paying Agent by reason of, or in connection with, the Fiscal Registrar's or any Paying Agent’s 's appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Registrar or any Paying Agent or its their respective directors, officers, employees or agents. In addition, the Province CMHC shall, pursuant pursuant, to arrangements separately agreed upon by the Province CMHC and the Fiscal AgentRegistrar, transfer to the Fiscal AgentRegistrar, upon presentation of substantiating documentation satisfactory to the ProvinceCMHC, amounts sufficient to reimburse the Fiscal Agent Registrar for certain out-of-pocket expenses reasonably incurred by it and by any Paying Agent in connection with its their services. The obligation of the Province CMHC under this subsection subparagraph shall survive payment of the Bonds and resignation or removal of the Fiscal AgentRegistrar. (b) The Fiscal Registrar and each Paying Agent agrees to indemnify and hold harmless the Province CMHC against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Registrar or any Paying Agent as the case may be or its their respective directors, officers, employees, employees or agents. The obligations of the Fiscal Registrar and each Paying Agent under this subsection subparagraph shall survive payment of the Bonds and resignation or removal of the Fiscal AgentRegistrar. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, claim or action, suit or proceeding). If any an indemnifying party assumes the defence of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. (a) In connection with the Fiscal AgentRegistrar’s appointment and duties under this Agreement and the Bondsas Registrar, the Province will pay the Fiscal Agent Registrar compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia)Registrar. The Province will indemnify and hold harmless the Fiscal Registrar, each Paying Agent and each Additional Transfer Agent against all claims, actions, demands, damages, costs, losses and liabilities or liability which may be incurred by the Fiscal Registrar, any Paying Agent or any Additional Transfer Agent by reason of, or in connection with, the Fiscal Registrar’s, any Paying Agent’s or any Additional Transfer Agent’s appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Registrar, any Paying Agent or its any Additional Transfer Agent or their respective directors, officers, employees or agents. In addition, the Province will (i) indemnify and hold harmless the DTC Custodian on the same basis as aforesaid in respect of its duties as custodian for DTC but only to the extent the DTC Custodian is not otherwise entitled to be indemnified or held harmless by DTC, and (ii) shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal AgentRegistrar, transfer to the Fiscal AgentRegistrar, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent Registrar for certain out-of-pocket expenses reasonably incurred by it and by any Paying Agent in connection with its their services. The obligation of the Province under this subsection paragraph shall survive payment of the Bonds Bonds, termination of this Agreement and resignation or removal of the Fiscal AgentRegistrar. (b) The Fiscal Registrar shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers hereunder. (c) The Registrar, each Paying Agent and each Additional Transfer Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful misconduct of the Fiscal Registrar, such Paying Agent or such Additional Transfer Agent, as the case may be, or its respective directors, officers, employees, employees or agents. The obligations of the Fiscal Registrar, each Paying Agent and each Additional Transfer Agent under this subsection paragraph shall survive payment of the Bonds and resignation or removal of the Fiscal Registrar, each Paying Agent and each Additional Transfer Agent. (cd) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, claim or action, suit or proceeding). If any an indemnifying party assumes the defence of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action, provided, however, that an indemnified party shall be entitled to separate counsel at the expense of the indemnifying party if there are separate defences available to the indemnified party or a conflict of interest between the indemnifying party and the indemnified party. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances. (e) Whenever in the administration of this Agreement the Registrar shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Registrar may, in the absence of bad faith on its part, rely upon an order of the Province. (f) The Registrar may consult with counsel of its selection and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (g) The Registrar shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. (h) The rights, privileges, protections, immunities and benefits given to the Registrar hereunder, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, any of the other agents in each of their respective capacities hereunder.

Expenses and Indemnity. (a) In connection with the Fiscal Agent’s appointment and duties under this Agreement and the Bondsas Fiscal Agent, the Province will pay the Fiscal Agent from time to time compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia). The Province will indemnify and hold harmless the Fiscal Agent Agent, its directors, officers, agents and employees against all claims, actions, demands, damages, costscosts (including reasonable fees of counsel), losses and liabilities or liability which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s appointment and duties as suchhereunder, including the costs and expenses of defending itself against any claim or liability, except as such result from any negligent act or omissioncommission, bad faith or willful wilful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal Agent, transfer pay to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent for certain out-of-pocket expenses expenses, disbursements and advances made or reasonably incurred by it in connection with its servicesservices (including the reasonable fees, expenses and disbursements of its agents and counsel). The obligation of the Province under this subsection paragraph shall survive payment of the Bonds Debentures and resignation or removal of the Fiscal Agent. (b) The Fiscal Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Agent or its directors, officers, employees, employees or agents. The obligations of the Fiscal Agent under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel), but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, action, suit or proceeding). If any indemnifying party assumes the defence of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.this

Expenses and Indemnity. (a) In connection with the Fiscal Agent’s appointment and duties under this Agreement and the Bondsas Fiscal Agent, the Province will pay the Fiscal Agent from time to time compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia). The Province will indemnify and hold harmless the Fiscal Agent Agent, its directors, officers, agents and employees against all claims, actions, demands, damages, costscosts (including reasonable fees of counsel), losses and liabilities or liability which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s appointment and duties as suchhereunder, including the costs and expenses of defending itself against any claim or liability, except as such result from any negligent act or omissioncommission, bad faith or willful wilful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal Agent, transfer pay to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent for certain out-of-pocket expenses expenses, disbursements and advances made or reasonably incurred by it in connection with its servicesservices (including the reasonable fees, expenses and disbursements of its agents and counsel). The obligation of the Province under this subsection paragraph shall survive payment of the Bonds Debentures and resignation or removal of the Fiscal Agent. (b) The Fiscal Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Agent or its directors, officers, employees, employees or agents. The obligations of the Fiscal Agent under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence defense of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences defenses available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying partyparty (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, claim or action, suit or proceeding). If any an indemnifying party assumes the defence defense of any such action, the indemnifying indemnified party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In Unless otherwise agreed, in no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. Each Subsidiary Guarantor agrees to be jointly and severally liable for the payment of all reasonable and documented fees and expenses, including Attorneys’ Costs (a) In but limited to the fees, charges and disbursements of one counsel and one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the Administrative Agent and one counsel and one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the other Secured Parties (and, in the case of a conflict of interest, one additional counsel to all such affected Secured Parties similarly situated, taken as a whole)), incurred by any Secured Party in connection with the Fiscal Agent’s appointment and duties enforcement of this Subsidiary Guaranty Agreement, whether or not 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 Agreement and the BondsSubsidiary Guaranty Agreement, the Province will pay the Fiscal Agent compensation in an amount separately agreed upon by the Province and the Fiscal Agenteach Subsidiary Guarantor shall, subject to the provisions of the Financial Administration Act (British Columbia). The Province will indemnify fullest extent permitted by Law, indemnify, defend and save and hold harmless the Fiscal Administrative Agent and each Secured Party from and against, and 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 any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Borrower or any applicable Loan Party enforceable against all any Borrower or such applicable Loan Party in accordance with their terms; provided that such indemnity shall not, as to any indemnitee, be available to the extent that such losses, claims, actions, demands, damages, costsliabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such indemnitee, losses (y) result from a claim brought by any Borrower or any other Loan Party against an indemnitee for breach in bad faith of such indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such other Loan Party has obtained a final and liabilities which may be incurred nonappealable judgment in its favor on such claim as determined by the Fiscal Agent by reason a court of competent jurisdiction or (z) arise out of, or in connection with, the Fiscal Agent’s appointment and duties as such, except as such result from any negligent proceeding that does not involve an act or omissionomission by a Borrower or any of its Affiliates that is brought by an indemnitee against any other indemnitee (other than any proceeding against any indemnitee in its capacity or fulfilling its role as the Administrative Agent, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In additionan Arranger, the Province shallL/C Issuer or any similar role); provided further that the reimbursement of fees, pursuant charges and disbursements of counsel shall be limited to arrangements separately agreed upon by one counsel and one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the Province Administrative Agent and one counsel and one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the Fiscal Agentother indemnitees (and, transfer in the case of a conflict of interest, one additional counsel to the Fiscal Agentall such affected indemnitees similarly situated, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent for certain out-of-pocket expenses reasonably incurred by it in connection with its services. The obligation of the Province under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent. (b) The Fiscal Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees, or agentstaken as a whole). The obligations of the Fiscal Agent each Subsidiary Guarantor under this subsection paragraph shall survive the payment in full of the Bonds Guaranteed Obligations and resignation or removal of the Fiscal Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party from any liability which it may have otherwise than on account termination of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel), but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, action, suit or proceeding). If any indemnifying party assumes the defence of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstancesSubsidiary Guaranty Agreement.

Expenses and Indemnity. (a) In connection with the Fiscal Agent’s appointment and duties under this Agreement and the Bondsas Fiscal Agent, the Province will pay the Fiscal Agent from time to time compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia). The Province will indemnify and hold harmless the Fiscal Agent Agent, its directors, officers, agents and employees against all claims, actions, demands, damages, costscosts (including reasonable fees of counsel), losses and liabilities or liability which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s appointment and duties as suchhereunder, including the costs and expenses of defending itself against any claim or liability, except as such result from any negligent act or omissioncommission, bad faith or willful wilful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal Agent, transfer pay to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent for certain out-of-pocket expenses expenses, disbursements and advances made or reasonably incurred by it in connection with its servicesservices (including the reasonable fees, expenses and disbursements of its agents and counsel). The obligation of the Province under this subsection paragraph shall survive payment of the Bonds Debentures and resignation or removal of the Fiscal Agent. (b) The Fiscal Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Agent or its directors, officers, employees, employees or agents. The obligations of the Fiscal Agent under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement Agreement, but failure to so notify any indemnifying party shall not relieve the indemnifying party it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence defense of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences defenses available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying partyparty (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, claim or action, suit or proceeding). If any an indemnifying party assumes the defence defense of any such action, the indemnifying indemnified party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In Unless otherwise agreed, in no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. (a) In connection with the Fiscal Agent’s appointment and duties under this Agreement and the Bondsas Fiscal Agent, the Province will shall pay the Fiscal Agent from time to time compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia). The Province will indemnify and hold harmless the Fiscal Agent against all claims, actions, demands, damages, costs, losses and liabilities which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal Agent. In addition, transfer the Province shall, pursuant to arrangements also separately agreed upon by the Province and the Fiscal Agent, pay to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent for certain its out-of-pocket expenses (including reasonable legal fees and expenses), disbursements and advances made or reasonably incurred by it in connection with its servicesservices hereunder (including the reasonable fees, expenses and disbursements of its agents and counsel). The obligation obligations of the Province under to the Fiscal Agent pursuant to this subsection Subsection 12(a) shall survive payment of the Bonds and resignation or removal of the Fiscal Agent and the satisfaction or termination of this Agreement and are made in connection with the Fiscal Agent’s execution and performance of this Agreement. (b) The Fiscal Agent agrees to indemnify Province shall indemnify, defend and hold harmless the Province against Fiscal Agent, and its officers, directors, employees, representatives and agents, from and against, and shall reimburse the Fiscal Agent for, any and all claims, expenses, actions, demands, obligations, liabilities, losses, damages, injuries (to persons, property or natural resources), penalties, stamp duties or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s fees and expenses) of whatever kind or nature, regardless of their merit, demanded, asserted or claimed against the Fiscal Agent, directly or indirectly relating to, or arising by reason of the Fiscal Agent’s appointment, duties, responsibilities and obligations pursuant to this Agreement, including, without limitation, all reasonable costs required to be associated with claims for damages to persons, property or natural resources, together with reasonable consultants’ fees and expenses and court costs, losses and liabilities except to the extent caused by, arising out of or relating to any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Agent or any of its directors, officers, employees, employees or agents. The obligations In addition, the Province shall, pursuant to arrangements also separately agreed upon by the Province and the Fiscal Agent, pay to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent under for its out-of-pocket expenses (including reasonable legal fees and expenses), disbursements and advances made or reasonably incurred by it in connection with its services hereunder (including the reasonable fees, expenses and disbursements of its agents and counsel). The indemnity set out in this subsection Subsection 12(b) shall survive payment of the Bonds and resignation or removal of the Fiscal Agent and the satisfaction or termination of this Agreement and is made in connection with the Fiscal Agent’s execution and performance of this Agreement. (c) The Fiscal Agent shall indemnify and hold harmless the Province from and against all claims, actions, demands, damages, costs, losses, liabilities, obligations, injuries (to persons, property or natural resources), penalties, stamp or other similar taxes, actions, judgments, reasonable costs and expenses (including reasonable attorney’s and consultants fees and expenses and court costs) of whatsoever kind or nature, demanded, asserted or otherwise claimed against the Province and arising out of the Fiscal Agent’s gross negligence or wilful misconduct relating to its obligations under this Agreement, except to the extent caused by any negligent act or omission, bad faith or wilful misconduct of the Province, or any of its officers, employees or agents. (d) Each party indemnified party pursuant to this Section 12 (an “Indemnified Party”) shall give prompt notice to each party indemnifying another party pursuant hereto (an “Indemnifying Party”) of any action commenced against it in respect of which indemnity may be sought under this Agreement but Agreement; provided that failure to so notify any indemnifying party Indemnifying Party shall not relieve the indemnifying party Indemnifying Party from any liability which it may have otherwise than on account of this indemnity. An indemnifying party Indemnifying Party may participate at its own expense in the defence defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party Indemnifying Party may assume the defence defense of such action with legal advisors chosen by it and approved by the indemnified party Indemnified Party defendant in such action, unless such indemnified party Indemnified Party reasonably objects to such assumption on the ground that there may be legal defences defenses available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)Indemnified Party, but an indemnifying party Indemnifying Party may not settle any action commenced against an indemnified party Indemnified Party without the written consent of the indemnified partyIndemnified Party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will Indemnified Party shall not, without the prior written consent of the indemnifying partyIndemnifying Party (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party Indemnifying Party is an actual or potential party to such claim, claim or action, suit or proceeding). If any indemnifying party an Indemnifying Party assumes the defence defense of any such action, the indemnifying party Indemnified Party shall not be liable for any fees or expenses of the legal advisors of the indemnified party Indemnified Party incurred thereafter in connection with such action. In Unless otherwise agreed, in no event shall the indemnifying party Indemnifying Party be liable for the fees and expenses of more than one legal advisor and one in each necessary local jurisdiction for the indemnified party Indemnified Party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. (a) In connection with the Fiscal Agent’s Registrar's appointment and duties under this Agreement and the Bondsas Registrar, the Province will pay the Fiscal Agent Registrar compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia)Registrar. The Province will indemnify and hold harmless the Fiscal Registrar, each Paying Agent and each Additional Transfer Agent against all claims, actions, demands, damages, costs, losses and liabilities or liability which may be incurred by the Fiscal Registrar, any Paying Agent or any Additional Transfer Agent by reason of, or in connection with, the Fiscal Registrar's, any Paying Agent’s 's or any Additional Transfer Agent's appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Registrar, any Paying Agent or its any Additional Transfer Agent or their respective directors, officers, employees or agents. In addition, the Province will (i) indemnify and hold harmless the DTC Custodian on the same basis as aforesaid in respect of its duties as custodian for DTC but only to the extent the DTC Custodian is not otherwise entitled to be indemnified or held harmless by DTC, and (ii) shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal AgentRegistrar, transfer to the Fiscal AgentRegistrar, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent Registrar for certain out-of-pocket expenses reasonably incurred by it and by any Paying Agent in connection with its their services. The obligation of the Province under this subsection paragraph shall survive payment of the Bonds and resignation or removal of the Fiscal AgentRegistrar. (b) The Fiscal Registrar, each Paying Agent and each Additional Transfer Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Registrar, such Paying Agent or such Additional Transfer Agent, as the case may be, or its respective directors, officers, employees, employees or agents. The obligations of the Fiscal Registrar, each Paying Agent and each Additional Transfer Agent under this subsection paragraph shall survive payment of the Bonds and resignation or removal of the Fiscal Registrar, each Paying Agent and each Additional Transfer Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, claim or action, suit or proceeding). If any an indemnifying party assumes the defence of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. (a) In connection with the Fiscal AgentRegistrar’s appointment and duties under this Agreement and the Bondsas Registrar, the Province EDC will pay the Fiscal Agent Registrar compensation in an amount separately agreed upon by the Province EDC and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia)Registrar. The Province EDC will indemnify and hold harmless the Fiscal Registrar and each Paying Agent against all claims, actions, demands, damages, costscosts (including reasonable fees of counsel), losses and liabilities or liability which may be incurred by the Fiscal Registrar or any Paying Agent by reason of, or in connection with, the Fiscal Registrar’s or any Paying Agent’s appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Registrar or any Paying Agent or its their respective directors, officers, employees or agents. In addition, the Province EDC shall, pursuant pursuant, to arrangements separately agreed upon by the Province EDC and the Fiscal AgentRegistrar, transfer to the Fiscal AgentRegistrar, upon presentation of substantiating documentation satisfactory to the ProvinceEDC, amounts sufficient to reimburse the Fiscal Agent Registrar for certain out-of-pocket expenses reasonably incurred by it and by any Paying Agent in connection with its their services. The obligation of the Province EDC under this subsection paragraph shall survive payment of the Bonds and resignation or removal of the Fiscal AgentRegistrar. (b) The Fiscal Registrar and each Paying Agent agrees to indemnify and hold harmless the Province EDC against all claims, actions, demands, damages, costs, losses and liabilities arising out which may be incurred by EDC as a direct consequence of or relating to any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Registrar or any Paying Agent as the case may be or its their respective directors, officers, employees, employees or agentsagents in carrying out their respective obligations under this Agreement. The obligations of the Fiscal Registrar and each Paying Agent under this subsection paragraph shall survive payment of the Bonds and resignation or removal of the Fiscal AgentRegistrar. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, claim or action, suit or proceeding). If any an indemnifying party assumes the defence of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. (a) In connection with the Fiscal AgentRegistrar’s appointment and duties under this Agreement and the Bondsas Registrar, the Province will pay the Fiscal Agent Registrar compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia)Registrar. The Province will indemnify and hold harmless the Fiscal Registrar and each Paying Agent against all claims, actions, demands, damages, costs, losses and liabilities or liability which may be incurred by the Fiscal Registrar or any Paying Agent by reason of, or in connection with, the Fiscal Registrar’s or any Paying Agent’s appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful misconduct of the Fiscal Registrar or any Paying Agent or its their respective directors, officers, employees or agents. In addition, the Province will (i) indemnify and hold harmless the DTC Custodian on the same basis as aforesaid in respect of its duties as custodian for DTC less any amounts received by the DTC Custodian from DTC in connection with any applicable indemnity provided by DTC to the DTC Custodian but only to the extent the DTC Custodian is not otherwise entitled to be indemnified or held harmless by DTC, and (ii) shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal AgentRegistrar, transfer to the Fiscal AgentRegistrar, upon presentation of substantiating documentation satisfactory to the ProvinceProvince acting reasonably, amounts sufficient to reimburse the Fiscal Agent Registrar for certain out-of-pocket outofpocket expenses reasonably incurred by it and by any Paying Agent in connection with its their services. The obligation of the Province under this subsection paragraph shall survive payment of the Bonds Bonds, termination of this Agreement and resignation or removal of the Fiscal AgentRegistrar. (b) The Fiscal Registrar and each Paying Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent Registrar or such Paying Agent, as the case may be, or its respective directors, officers, employees, employees or agents. The obligations of the Fiscal Registrar and each Paying Agent under this subsection paragraph shall survive payment of the Bonds Bonds, termination of this Agreement and resignation or removal of the Fiscal Registrar and each Paying Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence defense of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence defense of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences defenses available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, claim or action, suit or proceeding). If any an indemnifying party assumes the defence defense of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. (a) In connection with The Pledgor shall pay promptly on demand to the Fiscal Collateral Agent all reasonable and documented costs and expenses incurred by the Collateral Agent’s appointment and duties , any Noteholder, attorney, manager, delegate, sub-delegate, agent or other Person appointed by the Collateral Agent under this Agreement for the purpose of enforcing its rights under this Agreement. Such costs and expenses may include: (i) costs of foreclosure and of any transfer, disposition or sale of Pledged Collateral; (ii) costs of maintaining or preserving the BondsPledged Collateral or assembling it or preparing it for transfer, the Province will pay the Fiscal Agent compensation in an amount separately agreed upon disposition or sale; (iii) costs of obtaining money damages; and (iv) fees and expenses of attorneys employed by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia). The Province will indemnify and hold harmless the Fiscal Agent against all claims, actions, demands, damages, costs, losses and liabilities which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal Agent, transfer to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Collateral Agent for certain out-of-pocket expenses reasonably incurred by it in connection with its services. The obligation any purpose related to this Agreement or the Secured Liabilities, including consultation, preparation and negotiation of the Province under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent.any amendment or (b) The Fiscal Agent agrees to Pledgor shall indemnify and hold harmless keep indemnified the Province Secured Parties and their respective affiliates, directors, officers, representatives and agents from and against all claims, actionsliabilities, demandsobligations, losses, damages, costspenalties, losses judgments, costs and liabilities expenses of any kind (including attorney’s fees and expenses) that may be imposed on, incurred by or asserted against any of them by any Person (including any Noteholder) in any way relating to or arising out of: (i) this Agreement; (ii) the Pledged Collateral; (iii) the Collateral Agent’s security interest in the Pledged Collateral; (iv) any Event of Default; (v) any action taken or relating to any negligent act or omission, bad faith or willful misconduct of omitted by the Fiscal Agent or its directors, officers, employees, or agents. The obligations of the Fiscal Collateral Agent under this subsection shall survive payment Agreement or any exercise or enforcement of the Bonds and resignation rights or removal remedies under this Agreement; or (vi) any transfer sale or other disposition of the Fiscal Agentor any realization on Pledged Collateral. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party The Pledgor shall not relieve the indemnifying party from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects be liable to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel), but an indemnifying party may not settle any action commenced against an indemnified party without to the written consent of the extent any liability results from that indemnified party’s gross negligence or willful misconduct. In order to be entitled to an indemnity with respect to a claim hereunder, Payment by an indemnified party will not, without not be a condition precedent to the prior written consent obligations of the indemnifying party, settle or compromise or consent to Pledgor under this indemnity. (d) This Clause survives the entry issuance of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, action, suit or proceeding). If any indemnifying party assumes the defence of any such actionNotes, the indemnifying party shall not be liable for any fees or expenses repayment of the legal advisors Notes, any transfer or assignment of the indemnified party incurred thereafter in connection with such action. In no event shall Notes and the indemnifying party be liable for the fees and expenses termination of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstancesthis Agreement.

Expenses and Indemnity. (a) In connection with the Fiscal Agent’s Registrar's appointment and duties under this Agreement and the Bondsas Registrar, the Province will pay the Fiscal Agent Registrar compensation and reasonable expenses in an amount separately agreed upon in writing by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia)Registrar. The Province will indemnify and hold harmless the Fiscal Registrar (which shall include for purposes of this subsection 12, its directors, officers, employees, agents and counsel), each Paying Agent and each Additional Transfer Agent against all claims, actions, demands, damages, costscosts (including the fees and reasonable expenses of one outside counsel), losses and liabilities or liability which may be incurred by the Fiscal Registrar, any Paying Agent or any Additional Transfer Agent by reason of, or in connection with, the Fiscal Registrar's, any Paying Agent’s 's or any Additional Transfer Agent's appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Registrar, any Paying Agent or its any Additional Transfer Agent or their respective directors, officers, employees or agents. In addition, the Province will (i) indemnify and hold harmless the DTC Custodian on the same basis as aforesaid in respect of its duties as custodian for DTC but only to the extent the DTC Custodian is not otherwise entitled to be indemnified or held harmless by DTC, and (ii) shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal AgentRegistrar, transfer to the Fiscal AgentRegistrar, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent Registrar for certain out-of-pocket expenses reasonably incurred by it and by any Paying Agent in connection with its their services. The obligation of the Province under this subsection paragraph shall survive payment of the Bonds and resignation or removal of the Fiscal AgentRegistrar. (b) The Fiscal Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees, or agents. The obligations of the Fiscal Agent under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, claim or action, suit or proceeding). If any an indemnifying party assumes the defence of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. (a) In connection with the Fiscal AgentRegistrar’s appointment and duties under this Agreement and the Bondsas Registrar, the Province will pay the Fiscal Agent Registrar compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia)Registrar. The Province will indemnify and hold harmless the Fiscal Registrar and each Paying Agent against all claims, actions, demands, damages, costs, losses and liabilities or liability which may be incurred by the Fiscal Registrar or any Paying Agent by reason of, or in connection with, the Fiscal Registrar’s or any Paying Agent’s appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Registrar or any Paying Agent or its their respective directors, officers, employees or agents. In addition, the Province will (i) indemnify and hold harmless the DTC Custodian on the same basis as aforesaid in respect of its duties as custodian for DTC less any amounts received by the DTC Custodian from DTC in connection with any applicable indemnity provided by DTC to the DTC Custodian but only to the extent the DTC Custodian is not otherwise entitled to be indemnified or held harmless by DTC, and (ii) shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal AgentRegistrar, transfer to the Fiscal AgentRegistrar, upon presentation of substantiating documentation satisfactory to the ProvinceProvince acting reasonably, amounts sufficient to reimburse the Fiscal Agent Registrar for certain out-of-pocket outofpocket expenses reasonably incurred by it and by any Paying Agent in connection with its their services. The obligation of the Province under this subsection paragraph shall survive payment of the Bonds Bonds, termination of this Agreement and resignation or removal of the Fiscal AgentRegistrar. (b) The Fiscal Registrar and each Paying Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Agent Registrar or such Paying Agent, as the case may be, or its respective directors, officers, employees, employees or agents. The obligations of the Fiscal Registrar and each Paying Agent under this subsection paragraph shall survive payment of the Bonds Bonds, termination of this Agreement and resignation or removal of the Fiscal Registrar and each Paying Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, claim or action, suit or proceeding). If any an indemnifying party assumes the defence of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. (a) In connection with the Fiscal Agent’s appointment and duties under this Agreement and the Bondsas Fiscal Agent, the Province will shall pay the Fiscal Agent compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia). The Province will shall indemnify and hold harmless the Fiscal Agent against all claims, actions, demands, damages, costs, losses and liabilities or liability which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall (i) indemnify and hold harmless the DTC Custodian on the same basis as aforesaid in respect of its duties as custodian for DTC but only to the extent the DTC Custodian is not otherwise entitled to be indemnified or held harmless by DTC, and (ii) shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal Agent, transfer to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the ProvinceProvince acting reasonably, amounts sufficient to reimburse the Fiscal Agent for certain out-of-pocket expenses reasonably incurred by it in connection with its their services. The obligation of the Province under this subsection paragraph shall survive payment of the Bonds Notes, termination of this Agreement and resignation or removal of the Fiscal Agent. (b) The Fiscal Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Agent or its directors, officers, employees, employees or agents. The obligations of the Fiscal Agent under this subsection paragraph shall survive payment of the Bonds Notes, termination of this Agreement and resignation or removal of the Fiscal Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will shall not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, claim or action, suit or proceeding). If any an indemnifying party assumes the defence of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. (a) In connection with Each Guarantor agrees to be jointly and severally liable for the Fiscal Agent’s appointment and duties under this Agreement and the Bonds, the Province will pay the Fiscal Agent compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions payment of the Financial Administration Act (British Columbia). The Province will indemnify and hold harmless the Fiscal Agent against all claims, actions, demands, damages, costs, losses and liabilities which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal Agent, transfer to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent for certain reasonable out-of-pocket expenses reasonably incurred by it 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 fees, charges and disbursements of (a) one counsel generally representing the Administrative 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 such conflict and thereafter retains its own counsel, of such counsel, (c) if reasonably necessary, one local counsel for all such parties taken as a whole in each relevant jurisdiction, and (d) if reasonably necessary, special counsel for all such parties taken as a whole) in connection with its servicesthe enforcement of this Guaranty Agreement, whether or not suit be brought. The obligation Without limitation of any other obligations of any Guarantor or remedies of the Province Administrative Agent or any Guaranteed Party under this subsection shall survive payment of Guaranty Agreement, each Guarantor shall, to the Bonds fullest extent permitted by Law, indemnify, defend and resignation or removal of the Fiscal Agent. (b) The Fiscal Agent agrees to indemnify save and hold harmless the Province Administrative Agent and each Guaranteed Party from and against, and shall pay on demand, any and all damages, losses, liabilities and expenses (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any other Guaranteed Party) that may be suffered or incurred by the Administrative Agent or such Guaranteed Party in connection with or as a 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 all 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, actions, demands, damages, costs, losses liabilities or expenses (i) are determined by a court of competent jurisdiction by final and liabilities arising out of or relating nonappealable judgment to any negligent act or omission, bad faith have resulted from the gross negligence or willful misconduct of such Guaranteed Party or (ii) result from a claim brought by any Guarantor against the Fiscal Administrative Agent or any other Guaranteed Party for a material breach in bad faith of such Guaranteed Party’s obligations hereunder or under any other Loan Document, if such Guarantor has obtained a final and nonappealable judgment in its directors, officers, employees, or agentsfavor on such claim as determined by a court of competent jurisdiction. The obligations of the Fiscal Agent each Guarantor under this subsection paragraph shall survive the payment in full of the Bonds Guaranteed Liabilities and resignation or removal of the Fiscal Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party from any liability which it may have otherwise than on account termination of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel), but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, action, suit or proceeding). If any indemnifying party assumes the defence of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstancesGuaranty Agreement.

Expenses and Indemnity. Each Subsidiary Guarantor agrees to be jointly and severally liable for the payment of all reasonable and documented fees and expenses, including Attorneys’ Costs (a) In but limited to the fees, charges and disbursements of one counsel and one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the Administrative Agent and one counsel and one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the other Guaranteed Parties (and, in the case of a conflict of interest, one additional counsel to all such affected Guaranteed Parties similarly situated, taken as a whole)), incurred by any Guaranteed Party in connection with the Fiscal Agent’s appointment and duties enforcement of this Subsidiary Guaranty Agreement, whether or not 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 Agreement and the BondsSubsidiary Guaranty Agreement, the Province will pay the Fiscal Agent compensation in an amount separately agreed upon by the Province and the Fiscal Agenteach Subsidiary Guarantor shall, subject to the provisions of the Financial Administration Act (British Columbia). The Province will indemnify fullest extent permitted by Law, indemnify, defend and save and hold harmless the Fiscal Administrative Agent and each Guaranteed Party from and against, and 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 any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Borrower or any applicable Loan Party enforceable against all any Borrower or such applicable Loan Party in accordance with their terms; provided that such indemnity shall not, as to any indemnitee, be available to the extent that such losses, claims, actions, demands, damages, costsliabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such indemnitee, losses (y) result from a claim brought by any Borrower or any other Loan Party against an indemnitee for breach in bad faith of such indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such other Loan Party has obtained a final and liabilities which may be incurred nonappealable judgment in its favor on such claim as determined by the Fiscal Agent by reason a court of competent jurisdiction or (z) arise out of, or in connection with, the Fiscal Agent’s appointment and duties as such, except as such result from any negligent proceeding that does not involve an act or omissionomission by a Borrower or any of its Affiliates that is brought by an indemnitee against any other indemnitee (other than any proceeding against any indemnitee in its capacity or fulfilling its role as the Administrative Agent, bad faith an Arranger, the L/C Issuer or willful misconduct 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 and one counsel and one local counsel and one applicable regulatory counsel in each relevant jurisdiction for the other indemnitees (and, in the case of a conflict of interest, one additional counsel to all such affected indemnitees similarly situated, taken as a whole). The 151153073 obligations of each Subsidiary Guarantor under this paragraph shall survive the payment in full of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall, pursuant to arrangements separately agreed upon by the Province Guaranteed Obligations and the Fiscal Agent, transfer to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent for certain out-of-pocket expenses reasonably incurred by it in connection with its services. The obligation of the Province under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent. (b) The Fiscal Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees, or agents. The obligations of the Fiscal Agent under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party from any liability which it may have otherwise than on account termination of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel), but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, action, suit or proceeding). If any indemnifying party assumes the defence of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstancesSubsidiary Guaranty Agreement.

Expenses and Indemnity. (a) In connection with the Fiscal AgentRegistrar’s appointment and duties under this Agreement and the Bondsas Registrar, the Province will pay the Fiscal Agent Registrar compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act (British Columbia)Registrar. The Province will indemnify and hold harmless the Fiscal Registrar, each Paying Agent and each Additional Transfer Agent against all claims, actions, demands, damages, costs, losses and liabilities or liability which may be incurred by the Fiscal Registrar, any Paying Agent or any Additional Transfer Agent by reason of, or in connection with, the Fiscal Registrar’s, any Paying Agent’s or any Additional Transfer Agent’s appointment and duties as such, except as such result from any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Registrar, any Paying Agent or its any Additional Transfer Agent or their respective directors, officers, employees or agents. In addition, the Province shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal AgentRegistrar, transfer to the Fiscal AgentRegistrar, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent Registrar for certain out-of-pocket expenses reasonably incurred by it and by any Paying Agent in connection with its their services. The obligation of the Province under this subsection paragraph shall survive payment of the Bonds and resignation or removal of the Fiscal AgentRegistrar. (b) The Fiscal Registrar, each Paying Agent and each Additional Transfer Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful wilful misconduct of the Fiscal Registrar, such Paying Agent or such Additional Transfer Agent, as the case may be, or its respective directors, officers, employees, employees or agents. The obligations of the Fiscal Registrar, each Paying Agent and each Additional Transfer Agent under this subsection paragraph shall survive payment of the Bonds and resignation or removal of the Fiscal Registrar, each Paying Agent and each Additional Transfer Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party it from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, claim or action, suit or proceeding). If any an indemnifying party assumes the defence of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.

Expenses and Indemnity. (a) In connection with the Fiscal Agent’s appointment and duties under this Agreement and the Bonds, the Province will pay the Fiscal Agent compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Provincial Finance Act (British ColumbiaNova Scotia). The Province will indemnify and hold harmless the Fiscal Agent and its officers, directors, employees and agents against all claims, actions, demands, damages, costs, losses and liabilities which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s appointment and duties as suchunder this Agreement, except as such result from any grossly negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal Agent, transfer to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent for certain out-of-pocket expenses reasonably incurred by it in connection with its servicesservices (including, but not limited to, the fees and expenses of counsel to the Fiscal Agent). The obligation of the Province under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent. (b) The Fiscal Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees, or agents. The obligations of the Fiscal Agent under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party from any liability which it may have otherwise than on account of this indemnityliability. An indemnifying party may participate at its own expense in the defence defense of such actionaction unless the indemnified party reasonably believes that such participation so creates a conflict of interest for such indemnifying party. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence defense of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences defenses available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified partyparty (which shall not be unreasonably withheld). In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, action, suit or proceeding). If any an indemnifying party assumes the defence defense of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances. (c) The fees and expenses payable to the Fiscal Agent under this Section 11 are intended to constitute expenses of administration under any applicable bankruptcy laws.

Expenses and Indemnity. (a) In connection with the Fiscal Agent’s appointment and duties under this Agreement and the Bonds, the Province will pay the Fiscal Agent compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Provincial Finance Act (British ColumbiaNova Scotia). The Province will indemnify and hold harmless the Fiscal Agent and its officers, directors, employees and agents against all claims, actions, demands, damages, costs, losses and liabilities which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s appointment and duties as suchunder this Agreement, except as such result from any grossly negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal Agent, transfer to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent for certain out-of-pocket expenses reasonably incurred by it in connection with its services. The obligation of the Province under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent. (b) The Fiscal Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees, or agents. The obligations of the Fiscal Agent under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party from any liability which it may have otherwise than on account of this indemnityliability. An indemnifying party may participate at its own expense in the defence defense of such actionaction unless the indemnified party reasonably believes that such participation so creates a conflict of interest for such indemnifying party. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence defense of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences defenses available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified partyparty (which shall not be unreasonably withheld). In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, action, suit or proceeding). If any an indemnifying party assumes the defence defense of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances. (c) The fees and expenses payable to the Fiscal Agent under this Section 11 are intended to constitute expenses of administration under any applicable bankruptcy laws.

Expenses and Indemnity. (a) In connection with the Fiscal Agent’s 's appointment and duties under this Agreement and the Bonds, the Province will pay the Fiscal Agent compensation in an amount separately agreed upon by the Province and the Fiscal Agent, subject to the provisions of the Financial Administration Act FINANCIAL ADMINISTRATION ACT (British Columbia). The Province will indemnify and hold harmless the Fiscal Agent against all claims, actions, demands, damages, costs, losses and liabilities which may be incurred by the Fiscal Agent by reason of, or in connection with, the Fiscal Agent’s 's appointment and duties as suchsuch (but not in its capacity as custodian for DTC), except as such result from any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees or agents. In addition, the Province shall, pursuant to arrangements separately agreed upon by the Province and the Fiscal Agent, transfer to the Fiscal Agent, upon presentation of substantiating documentation satisfactory to the Province, amounts sufficient to reimburse the Fiscal Agent for certain out-of-pocket expenses reasonably incurred by it in connection with its services. The obligation of the Province under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent. (b) The Fiscal Agent agrees to indemnify and hold harmless the Province against all claims, actions, demands, damages, costs, losses and liabilities arising out of or relating to any negligent act or omission, bad faith or willful misconduct of the Fiscal Agent or its directors, officers, employees, employees or agents. The obligations of the Fiscal Agent under this subsection shall survive payment of the Bonds and resignation or removal of the Fiscal Agent. (c) Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought under this Agreement but failure to so notify any indemnifying party shall not relieve the indemnifying party from any liability which it may have otherwise than on account of this indemnity. An indemnifying party may participate at its own expense in the defence of such action. If it so elects within a reasonable time after receipt of such notice, an indemnifying party may assume the defence of such action with legal advisors chosen by it and approved by the indemnified party defendant in such action, unless such indemnified party reasonably objects to such assumption on the ground that there may be legal defences available to it which are different from or in addition to those available to such indemnifying party (in which case, the indemnified party shall be entitled to retain its own counsel)party, but an indemnifying party may not settle any action commenced against an indemnified party without the written consent of the indemnified party. In order to be entitled to an indemnity with respect to a claim hereunder, an indemnified party will not, without the prior written consent of the indemnifying party, settle or compromise or consent to the entry of any judgment with respect to such pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the indemnifying party is an actual or potential party to such claim, action, suit or proceeding). If any an indemnifying party assumes the defence of any such action, the indemnifying party shall not be liable for any fees or expenses of the legal advisors of the indemnified party incurred thereafter in connection with such action. In no event shall the indemnifying party be liable for the fees and expenses of more than one legal advisor for the indemnified party in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances.