Common use of Expenses and Indemnity Clause in Contracts

Expenses and Indemnity. 10.10.1 All statements, reports, certificates, appraisals and other documents or information required to be furnished to the Lender by any Loan Party under this Agreement shall be supplied without cost to the Lender. The Borrower shall pay on demand all reasonable, out-of-pocket costs and expenses of the Lender (including, without limitation, long distance telephone and courier charges and the reasonable fees and expenses of counsel and professional advisors or consultants for the Lender), incurred in connection with: (i) the Loan and any Conversion; (ii) the preparation, execution, delivery, administration, periodic review, modification or amendment of the Loan Documents; (iii) any enforcement of the Loan Documents; (iv) obtaining advice as to its rights and responsibilities in connection with the Loan, the Loan Documents and any Conversion; (v) reviewing, inspecting and appraising the Collateral that is the subject of the Security in connection with the enforcement of its rights under the Security; and (vi) any other matters relating to the Loan and any Conversion. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. 10.10.2 The Loan Parties agree on demand to jointly and severally indemnify the Lender against any liability, obligation, loss or expense which it may sustain or incur as a consequence of: (i) any representation or warranty made by the any one or more of the Loan Parties which was incorrect at the time it was made or deemed to have been made; (ii) a default by the Loan Parties in the payment of any sum due from it, including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to Lender of funds borrowed by the Lender in order to fund the amount of any such unpaid amount to the extent the Lender is not reimbursed pursuant to any other provisions of this Agreement; (iii) the failure of the Borrower to complete an Advance or make any payment after notice therefore has been given under this Agreement; and (iv) any other default by the Loan Parties under any Loan Document. A certificate of the Lender as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error. 10.10.3 In addition, the Loan Parties agree on demand to jointly and severally indemnify the Lender and their respective directors, managers, officers, employees and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the making of an Advance hereunder and the Lender taking, holding and enforcing the Security, other than arising from the gross negligence or willful misconduct of the Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless such failure adversely effects the Borrower's position in respect of such claim. 10.10.4 The Agreements in this Section 10.10 shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. 10.10.1 10.11.1 All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lender by any Loan Party under this Agreement shall be supplied without cost to the Lender. The Borrower shall pay on demand all reasonable, out-of-out of pocket costs and reasonable expenses of the Lender (including, without limitation, long distance telephone and courier charges and the reasonable fees and expenses of counsel and professional advisors or consultants for the Lender), incurred in connection with: (i) the Loan and any Conversion; (ii) the preparation, execution, delivery, administration, periodic review, modification or amendment of the Loan Credit Documents; (iii) any enforcement of the Loan Credit Documents; (iv) obtaining advice as to its rights and responsibilities in connection with the Loan, Credit Facility and the Loan Documents and any ConversionCredit Documents; (v) reviewing, inspecting and appraising the Collateral collateral that is the subject of the Security in connection with the enforcement of its rights under the Security; any syndication of the Credit Facility; and (vi) any other matters relating to the Loan and any ConversionCredit Facility. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. 10.10.2 10.11.2 The Loan Parties agree on demand to jointly and severally indemnify the Lender against any liability, obligation, loss or expense which it may sustain or incur as a consequence of: (i) any representation or warranty made by the any one or more of the Loan Parties which was incorrect at the time it was made or deemed to have been made; (ii) a default by the Loan Parties in the payment of any sum due from it, including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to Lender lenders of funds borrowed by the Lender in order to fund the amount of any such unpaid amount to the extent the Lender is are not reimbursed pursuant to any other provisions of this Agreement; (iii) the failure of the Borrower to complete an Advance or make any payment after notice therefore has been given under this Agreement; and (iv) any other default by the Loan Parties under any Loan Credit Document. A certificate of the Lender as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error. 10.10.3 10.11.3 In addition, the Loan Parties agree on demand to jointly and severally indemnify the Lender and their respective its directors, managers, officers, employees and representatives (the "“Indemnified Parties"”) from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the making of an Advance hereunder and the Lender taking, holding and enforcing the Security, other than arising from the gross negligence or willful misconduct of the Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly with a reasonable period of time notify the Borrower of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's ’s rights to indemnity hereunder unless such failure adversely effects the Borrower's ’s position in respect of such claim. 10.10.4 10.11.4 The Agreements in this Section 10.10 10.11 shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. 10.10.1 All statements(a) Borrower covenants and agrees to pay or, reportsif Borrower fails to pay, certificatesto reimburse, appraisals Lender upon receipt of notice from Lender for all reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) the preparation, negotiation, execution and delivery of this Agreement and the other documents or information Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by Lender and required to be furnished provided by Borrower pursuant to the Lender by Loan Documents as to any Loan Party legal matters arising under this Agreement shall be supplied without cost or the other Loan Documents with respect to the Lender. The Borrower shall pay Property); (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on demand all reasonableits part to be performed or complied with after the Closing Date, out-of-pocket costs and expenses of the Lender (including, without limitation, long distance telephone confirming compliance with environmental and courier charges insurance requirements; (iii) Lender’s ongoing performance and compliance with all agreements and conditions contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the date hereof; (iv) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Lender; (v) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement and the other Loan Documents; (vi) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and professional advisors or consultants for the Lender), other similar expenses incurred in connection with: (i) creating and perfecting the Loan Liens in favor of Lender pursuant to this Agreement and any Conversion; (ii) the preparation, execution, delivery, administration, periodic review, modification or amendment of the other Loan Documents; (iiivii) enforcing or preserving any enforcement of rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; and (ivviii) obtaining advice as enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to its rights and responsibilities the Property or in connection with the Loan, the Loan Documents and any Conversion; (v) reviewing, inspecting and appraising the Collateral that is the subject refinancing or restructuring of the Security in connection with the enforcement of its rights under the Security; and (vi) any other matters relating to the Loan and any Conversion. Such costs and expenses shall be payable whether or not an Advance is made credit arrangements provided under this Agreement. 10.10.2 The Loan Parties agree on demand to jointly and severally indemnify Agreement in the Lender against nature of a “work-out” or of any liabilityinsolvency or bankruptcy proceedings; provided, obligation, loss or expense which it may sustain or incur as a consequence of: (i) any representation or warranty made by the any one or more of the Loan Parties which was incorrect at the time it was made or deemed to have been made; (ii) a default by the Loan Parties in that Borrower shall not be liable for the payment of any sum due from it, including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to Lender of funds borrowed by the Lender in order to fund the amount of any such unpaid amount costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender is not reimbursed pursuant to or the breach by Lender of this Agreement or any other provisions of this Agreement; (iii) the failure of the Borrower to complete an Advance or make any payment after notice therefore has been given under this Agreement; and (iv) any other default by the Loan Parties under any Loan Document. A certificate of the Lender as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest errorDocuments. 10.10.3 In addition(b) Borrower shall indemnify, the Loan Parties agree on demand to jointly defend and severally indemnify the Lender hold harmless Lender, Lender’s Affiliates and their respective officers, directors, managers, officersagents, employees (and representatives (the "Indemnified Parties"successors and assigns of the foregoing) from and against any and all actionsother liabilities, proceedings, claimsobligations, losses, damages, liabilitiespenalties, actions, judgments, suits, claims, costs, expenses and obligations disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by by, or asserted against Lender in any manner relating to or arising out of them as a result of or in connection with the making or holding or enforcement of an Advance the Loan, including, but not limited to any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, this Agreement or the other Loan Documents (collectively, the “Indemnified Liabilities”); provided, that Borrower shall not have any obligation to Lender hereunder and to the Lender taking, holding and enforcing the Security, other than arising from extent such Indemnified Liabilities arise by reason of the gross negligence negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Party. Whenever Liabilities incurred by Lender. (c) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any such claim shall arisefees and expenses incurred by any Rating Agency in connection with any Rating Agency review of the Loan, the Indemnified Party shall promptly notify Loan Documents or any transaction contemplated thereby or any consent, approval, waiver or confirmation obtained from such Rating Agency pursuant to the Borrower of the claim and, when known, the facts constituting the basis for such claim, terms and if known, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless such failure adversely effects the Borrower's position in respect of such claim. 10.10.4 The Agreements in this Section 10.10 shall survive the termination conditions of this Agreement or any other Loan Document by reason of a Borrower request and repayment Lender shall be entitled to require payment of such fees and expenses as a condition precedent to the Obligationsobtaining of any such consent, approval, waiver or confirmation.

Expenses and Indemnity. 10.10.1 All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lender Noteholders by any Loan Party the Borrower, AmeriCredit, AFC, the Servicer or the Custodian under this Agreement shall be supplied without cost to the LenderNoteholders. The Borrower Servicer shall pay on demand all reasonable, out-of-reasonable out of pocket costs and expenses of the Lender Noteholders (including, without limitation, including long distance telephone and courier charges and the reasonable fees and expenses of legal counsel and professional advisors or consultants for to the LenderNoteholders), incurred in connection with: with (i) the Loan and any Conversion; (ii) the preparation, execution, delivery, administration, periodic review, modification or amendment of the Loan Credit Documents; (iiiii) any enforcement of the Loan Credit Documents; (iviii) obtaining advice as to its rights and responsibilities in connection with this Agreement and the Loan, the Loan Documents and any ConversionCredit Documents; (viv) reviewing, inspecting and appraising the Collateral that is the subject of the Security at reasonable intervals; and (v) all other matters relating to this Agreement and the other Credit Documents; provided that, prior to the occurrence of an Event of Default, the Servicer shall not 45- be required to pay the Noteholders in any given calendar year more than U.S. $20,000 on account of out-of-pocket costs and expenses relating to the Noteholders ongoing due diligence in respect of, and the Noteholders monitoring of, the Borrower, AmeriCredit, the Custodian and/or the Servicer and the performance of their respective obligations under the Credit Documents; and provided further that the Borrower shall not be required to pay the Noteholders more than U.S. $75,000 in connection with legal fees (exclusive of taxes and disbursements) payable by the Noteholders to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇ relating to services performed up to the Closing Date in connection with the enforcement of its rights under transactions contemplated by the Security; and (vi) any other matters relating to the Loan and any ConversionCredit Documents. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. 10.10.2 . The Loan Parties agree on demand to jointly Borrower and severally AmeriCredit shall indemnify the Lender Noteholders against any liability, obligation, loss or expense which it may sustain or incur as a consequence of: of (i) any representation or warranty made herein by the any one Borrower, AmeriCredit, AFC, the Servicer or more of the Loan Parties Custodian which was incorrect at the time it was made or deemed to have been made; , (ii) a default by the Loan Parties Borrower, AmeriCredit, AFC, the Servicer or the Custodian in the payment of any sum due from itit (irrespective of whether an Advance is deemed to be made to the Borrower to pay the amount that the Borrower has failed to pay), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to Lender Noteholders of funds borrowed by the Lender Noteholders in order to fund the amount of any such unpaid amount to the extent the Lender Noteholders is not reimbursed pursuant to any other provisions provision of this Agreement; , (iii) the failure of the Borrower Borrower, AmeriCredit, AFC, the Servicer or the Custodian to complete an any Advance or make any payment after notice therefore therefor has been given under this Agreement; , and (iv) any other default by the Loan Parties under any Loan DocumentBorrower, AmeriCredit, AFC, the Servicer or the Custodian hereunder. A certificate of the Lender Noteholders as to the amount of any such liability, obligations, loss or expense shall be conclusive prima facie evidence as to the amount thereof, in the absence of manifest miscalculation or error. 10.10.3 . In addition, the Loan Parties agree on demand to jointly Borrower and severally AmeriCredit shall indemnify the Lender Noteholders, the Secured Party, the Hedge Counterparties and their respective directors, managers, officers, employees and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them by any third party as a result of or in connection with the making of an any Advance hereunder and the Lender taking, holding and enforcing the Securityhereunder, other than any such claim arising from the gross negligence or willful wilful misconduct of the Noteholders, the Secured Party, the Hedge Counterparties or any other Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower and the Servicer of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless hereunder, except to the extent such failure adversely effects affects the Borrower's position right of the Borrower and the Servicer to assert any reasonable defense to such claim. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification under this Section 13.7, without the prior written consent of the Borrower and the Servicer. The Borrower and the Servicer at their sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or any legal proceeding resulting therefrom. The Indemnified Party shall be entitled to participate in respect (but not control) the defense of any such action, with its own counsel and at its own expense. If the Borrower or the Servicer does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate and at the expense of the Borrower and the Servicer, including, but not limited to, settling such claim or litigation, after giving notice of the same to and receiving the consent of the Borrower and the Servicer (which consent shall not be unreasonably withheld). In such case the Borrower and the Servicer shall be entitled to participate in (but not control) the defense of such claim. 10.10.4 action, with its own counsel and at its own expense. The Agreements agreements in this Section 10.10 shall survive the termination of this Agreement and the repayment of the Obligations.

Expenses and Indemnity. 10.10.1 All statements(a) Borrower covenants and agrees to pay or, reportsif Borrower fails to pay, certificatesto reimburse, appraisals Lender upon receipt of notice from Lender for all reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) the preparation, negotiation, execution and delivery of this Agreement and the other documents or information Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by Lender and required to be furnished provided by Borrower pursuant to the Lender by Loan Documents as to any Loan Party legal matters arising under this Agreement shall be supplied without cost or the other Loan Documents with respect to the Lender. The Borrower shall pay Property); (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on demand all reasonableits part to be performed or complied with after the Closing Date, out-of-pocket costs and expenses of the Lender (including, without limitation, long distance telephone confirming compliance with environmental and courier charges insurance requirements; (iii) Lender’s ongoing performance and compliance with all agreements and conditions contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iv) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Lender; (v) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement and the other Loan Documents; (vi) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and professional advisors or consultants for the Lender), other similar expenses incurred in connection with: (i) creating and perfecting the Loan Liens in favor of Lender pursuant to this Agreement and any Conversion; (ii) the preparation, execution, delivery, administration, periodic review, modification or amendment of the other Loan Documents; (iiivii) enforcing or preserving any enforcement of rights, either in response to third party claims or in prosecuting or defending any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; and (ivviii) obtaining advice as enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to its rights and responsibilities the Property or in connection with the Loan, the Loan Documents and any Conversion; (v) reviewing, inspecting and appraising the Collateral that is the subject refinancing or restructuring of the Security in connection with the enforcement of its rights under the Security; and (vi) any other matters relating to the Loan and any Conversion. Such costs and expenses shall be payable whether or not an Advance is made credit arrangements provided under this Agreement. 10.10.2 The Loan Parties agree on demand to jointly and severally indemnify Agreement in the Lender against nature of a “work-out” or of any liabilityinsolvency or bankruptcy proceedings; provided, obligation, loss or expense which it may sustain or incur as a consequence of: (i) any representation or warranty made by the any one or more of the Loan Parties which was incorrect at the time it was made or deemed to have been made; (ii) a default by the Loan Parties in that Borrower shall not be liable for the payment of any sum due from it, including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to Lender of funds borrowed by the Lender in order to fund the amount of any such unpaid amount costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender is not reimbursed pursuant to or the breach by Lender of this Agreement or any other provisions of this Agreement; (iii) the failure of the Borrower to complete an Advance or make any payment after notice therefore has been given under this Agreement; and (iv) any other default by the Loan Parties under any Loan Document. A certificate of the Lender as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest errorDocuments. 10.10.3 In addition(b) Borrower shall indemnify, the Loan Parties agree on demand to jointly defend and severally indemnify the Lender hold harmless Lender, Lender’s Affiliates and their respective officers, directors, managers, officersagents, employees (and representatives (the "Indemnified Parties"successors and assigns of the foregoing) from and against any and all actionsother liabilities, proceedings, claimsobligations, losses, damages, liabilitiespenalties, actions, judgments, suits, claims, costs, expenses and obligations disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by by, or asserted against Lender in any manner relating to or arising out of them as a result of or in connection with the making or holding or enforcement of an Advance the Loan, including, but not limited to (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the “Indemnified Liabilities”); provided, that Borrower shall not have any obligation to Lender hereunder and to the Lender taking, holding and enforcing the Security, other than arising from extent such Indemnified Liabilities arise by reason of the gross negligence negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Party. Whenever Liabilities incurred by Lender. (c) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any such claim shall arisefees and expenses incurred by any Rating Agency in connection with any Rating Agency review of the Loan, the Indemnified Party shall promptly notify Loan Documents or any transaction contemplated thereby or any consent, approval, waiver or confirmation obtained from such Rating Agency pursuant to the Borrower of the claim and, when known, the facts constituting the basis for such claim, terms and if known, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless such failure adversely effects the Borrower's position in respect of such claim. 10.10.4 The Agreements in this Section 10.10 shall survive the termination conditions of this Agreement or any other Loan Document by reason of a Borrower request and repayment Lender shall be entitled to require payment of such fees and expenses as a condition precedent to the Obligationsobtaining of any such consent, approval, waiver or confirmation.

Expenses and Indemnity. 10.10.1 All statements, reports, certificates, appraisals and other documents or information required to be furnished to the Lender by any Loan Party under this Agreement shall be supplied without cost to the Lender. The Borrower shall pay on demand all reasonablereasonable and documented, out-of-pocket costs and expenses of the Lender (including, without limitation, long distance telephone and courier charges and the reasonable fees and expenses of counsel and professional advisors or consultants for the Lender), incurred in connection with: (i) the Loan and any Conversion; (ii) the preparation, execution, delivery, administration, periodic review, modification or amendment of the Loan Documents; (iiiii) any enforcement of the Loan Documents; (iviii) obtaining advice as to its rights and responsibilities in connection with the Loan, the Loan Documents and any ConversionDocuments, the Warrants or the Warrant Shares; (viv) reviewing, inspecting and appraising the Collateral that is the subject of the Security in connection with the enforcement of its rights under the Security; and (viv) any other matters relating to the Loan and any ConversionLoan, the Warrants or the Warrant Shares. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. 10.10.2 The Loan Parties agree on demand to jointly and severally indemnify the Lender against any liability, obligation, loss or expense which it may sustain or incur as a consequence of: (i) any representation or warranty made by the any one or more of the Loan Parties which was incorrect at the time it was made or deemed to have been made; (ii) a default by the Loan Parties in the payment of any sum due from it, including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to Lender of funds borrowed by the Lender in order to fund the amount of any such unpaid amount to the extent the Lender is not reimbursed pursuant to any other provisions of this Agreement; (iii) the failure of the Borrower to complete an Advance once a request has been made therefor or make any payment after notice therefore has been given under this Agreement; and (iv) any other default by the Loan Parties under any Loan Document. A certificate of the Lender as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error. 10.10.3 In addition, the Loan Parties agree on demand to jointly and severally indemnify the Lender and their respective its directors, managers, officers, employees and representatives (the "“Indemnified Parties"”) from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the making of an Advance hereunder and the Lender taking, holding and enforcing the Security, other than arising from the gross negligence or willful misconduct of the Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's ’s rights to indemnity hereunder unless such failure adversely effects the Borrower's ’s position in respect of such claim. 10.10.4 The Agreements in this Section 10.10 shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. 10.10.1 All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lender by any Loan Party the Borrowers (or either of them) or a Subsidiary under this Agreement shall be supplied without cost to the Lender. The Borrower Borrowers shall pay on demand all reasonable, out-of-reasonable out of pocket costs and expenses of the Lender (including, without limitation, long distance telephone and courier charges and the reasonable fees and expenses of counsel and professional advisors or consultants for the Lender), incurred in connection with: with (i) the Loan and any Conversion; (ii) the preparation, execution, delivery, administration, periodic review, modification or amendment of the Loan Credit Documents; (ii) any enforcement of the Credit Documents; (iii) any enforcement obtaining advice as to the rights and responsibilities of the Loan Lender in connection with the Credits and the Credit Documents; (iv) obtaining advice as to its rights and responsibilities in connection with the Loan, the Loan Documents and any Conversion; (v) reviewing, inspecting and appraising the Collateral collateral that is the subject of the Security in connection with the enforcement of its rights under the Security; (v) the repayment, prepayment or Conversion (whether by acceleration or otherwise) of a LIBOR Advance on a date other than the stated maturity thereof; and (vi) any other matters relating to the Loan and any ConversionCredits, or either of them. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. 10.10.2 The Loan Parties agree on demand to jointly and severally . Each Borrower shall indemnify the Lender against any liability, obligation, loss or expense which it may sustain or incur as a consequence of: of (i) any representation or warranty made by the any one or more of the a Consolidating Loan Parties Party which was incorrect at the time it was made or deemed to have been made; , (ii) a default by the a Loan Parties Party in the payment of any sum due from itit (irrespective of whether an Advance is deemed to be made to the Borrowers to pay the amount that the Borrowers have failed to pay), including, but not limited to, all sums (whether in respect of principal, interest interest, or any other amount) paid or payable to Lender lenders of funds borrowed by the Lender in order to fund the amount of any such unpaid amount to the extent the Lender is not reimbursed pursuant to any other provisions of this Agreement; , (iii) the failure of the Borrower Borrowers (or either of them) to complete an any Advance or make any payment after notice therefore has been given under this Agreement; , and (iv) any other default by the any Loan Parties Party under any Loan Credit Document. A certificate of the Lender as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error. 10.10.3 . In addition, the Loan Parties agree on demand to jointly and severally each Borrower shall indemnify the Lender and their respective its directors, managers, officers, employees and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the making of an any Advance hereunder and the Lender taking, holding and enforcing the Security, other than arising from the gross negligence or willful wilful misconduct of the Lender or any other Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower Borrowers of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless such failure adversely effects the Borrower's Borrowers' position in respect of such claim. 10.10.4 . The Agreements in this Section 10.10 shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. 10.10.1 All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lender by any Loan Party the Borrower under this Agreement shall be supplied without cost to the Lender. The Borrower shall pay on demand all reasonable, out-of-pocket third party costs and expenses of the Lender Lender, or any of them (including, without limitation, long distance telephone and courier charges and the reasonable fees and expenses of counsel and professional advisors or consultants for the LenderLender on a solicitor and his own client basis), incurred in connection with: with (i) the Loan and any Conversion; (ii) the preparation, execution, delivery, administration, periodic review, modification or amendment review and enforcement of the Loan Credit Documents; (iiiii) any enforcement syndication of the Loan DocumentsCredits; (iviii) obtaining advice as to its rights and responsibilities in connection with the Loan, Credits and the Loan Documents and any Conversion; (v) reviewing, inspecting and appraising the Collateral that is the subject of the Security in connection with the enforcement of its rights under the SecurityCredit Documents; and (viiv) any other matters relating to the Loan and any ConversionCredits. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. 10.10.2 Agreement and may upon the Lender giving one Business Day's advance notice to the Borrower, be charged to the Borrower's deposit account when incurred or submitted. The Loan Parties agree on demand to jointly and severally Borrower shall indemnify the Lender against any liability, obligation, loss (other than loss of profit) or expense which it may sustain or incur as a consequence of: of (i) any representation or warranty made herein by the Borrower or in a Credit Document by any one or more of the Loan Parties other Person, which was incorrect at the time it was made or deemed to have been made; , (ii) a default by the Loan Parties Borrower in the payment of any sum due from itit (irrespective of whether an Advance is deemed to be made to the Borrower to pay the amount that the Borrower has failed to pay), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to Lender lenders of funds borrowed by the Lender in order to fund the amount of any such unpaid amount to the extent the Lender is not reimbursed pursuant to any other provisions of this Agreement; , (iii) the failure of the Borrower to complete an any Advance or make any payment after notice therefore therefor has been given under this Agreement; , (iv) the failure of a purchaser of Bankers' Acceptances to pay for and take delivery of them in accordance with the advice given by the Borrower under Section 10.4 and (ivv) any other default by the Loan Parties under any Loan DocumentBorrower hereunder. A certificate of the Lender as to the amount of any such liability, obligation loss or expense shall be conclusive prima facie evidence as to the amount thereof, in the absence of manifest error. 10.10.3 . In addition, the Loan Parties agree on demand to jointly and severally Borrower shall indemnify the Lender and their respective its directors, managers, officers, employees and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the making of an Advance hereunder and the Lender taking, holding and enforcing the SecurityCredits, other than arising from through the gross negligence or willful wilful misconduct of the Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount or an estimate of the amount of the claimLender. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless such failure adversely effects the Borrower's position in respect of such claim. 10.10.4 The Agreements agreements in this Section 10.10 shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. 10.10.1 (a) All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lender Lenders, the Agent, or any of them, by any Loan Party the Borrowers and the Restricted Parties under this Agreement shall be supplied without cost to the LenderLenders, the Agent, or any of them. The Borrower Borrowers and the Guarantors shall pay on demand demand: (i) all reasonable, reasonable out-of-pocket costs and expenses of the Lender Agent and the Lenders, or any of them, (including, without limitation, long distance telephone and courier charges and the reasonable fees and expenses of counsel and professional advisors or consultants for the Lender), Lenders' counsel) incurred in connection with: (i) the Loan and any Conversion; (ii) with the preparation, execution, delivery, administration, periodic review, modification delivery or amendment of the Loan Documents; (iii) any enforcement of the Loan Credit Documents, any transfer, assignment or participation of the Credit, engineering reports and environmental audits and studies as required by the Majority Lenders, acting reasonably, and inspections and appraisals at reasonable intervals; and (ivii) obtaining all reasonable out-of-pocket costs and expenses of the Agent and the Lenders (including, without limitation, reasonable fees and expenses of each Lender's counsel) with respect to advice to the Lenders, or any of them, following the occurrence of an Event of Default which is continuing as to its their rights and responsibilities in connection with the Loan, Credit and the Loan Credit Documents and any Conversion; (v) reviewing, inspecting and appraising the Collateral that is the subject enforcement of the Security in connection with the enforcement of its rights under the Security; and Credit Documents including, without limitation, security reviews. (vib) any other matters relating to the Loan and any Conversion. Such All such costs and expenses shall be payable whether or not an Advance is made under this Agreement. 10.10.2 (c) The Loan Parties agree on demand to jointly Borrowers and severally the Guarantors shall indemnify and hold harmless the Lender Lenders, the Agent, and their respective shareholders, officers, directors, employees and agents (collectively, the "Indemnified Parties") and each of them, against any liabilityand all claims, obligationdemands, loss actions, causes of action, suits, costs, charges, liabilities, losses or expense expenses (including reasonable legal fees and disbursements) which it any Indemnified Party may pay, suffer, sustain or incur as a consequence of: , resulting from or relating to (i) any representation or warranty made herein or in any other Credit Document by the Borrowers or the Restricted Parties being incorrect in any one or more of the Loan Parties which was incorrect material respect at the time it was made or deemed to have been made, including, without limitation, any representation or warranty relating to environmental matters; (ii) a any default by the Loan Parties a Borrower in the payment of any sum due from it, including, but not limited to, all sums (whether in respect of principal, interest interest, fees or any other amount) paid or payable to Lender lenders of funds borrowed by the Lender Lenders, the Agent, any other Indemnified Party or any of them, in order to fund the amount of any such unpaid amount to the extent the Lender is Lenders are not reimbursed pursuant to any other provisions of this Agreement; (iii) the any failure of the a Borrower to complete an any Advance or make any payment after notice therefore therefor has been given under this Agreement; (iv) the extension of credit contemplated herein; (v) any actual or threatened investigation, litigation or proceeding related to any Borrower or a Restricted Party, whether or not any Indemnified Party is party thereto or any other transaction to be financed by in whole or in part, directly or indirectly, with the proceeds of any credit extended hereunder; (vi) any actual or threatened investigation, litigation or proceeding related to any Release by any Borrower, Restricted Party or any of their respective Subsidiaries of any Hazardous Material; (vii) the presence on or under, or the Release from, any property owned, occupied or operated by any Borrower, Restricted Party or any of their respective Subsidiaries of any Hazardous Material (including, but not limited to, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) or a breach of any Environmental Law, regardless of whether caused by, or within the control of, such Borrower, Restricted Party or Subsidiary (except to the extent caused by any of the Indemnified Parties); and (ivviii) any other default by the Loan Parties under any Loan Documenta Borrower or Restricted Party. A certificate of the Lender Agent or other Indemnified Party which has been provided to the Agent (which shall then be provided by the Agent to Maxxcom) as to the amount of any such loss loss, expense or expense other indemnified liability, incorporating reasonable supporting evidence, shall be conclusive prima facie evidence as to the amount thereof, in the absence of manifest error. 10.10.3 In addition, the Loan Parties agree on demand to jointly and severally indemnify the Lender and their respective directors, managers, officers, employees and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the making of an Advance hereunder and the Lender taking, holding and enforcing the Security, other than arising from the gross negligence or willful misconduct of the Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless such failure adversely effects the Borrower's position in respect of such claim. 10.10.4 The Agreements obligations and agreements in this Section 10.10 shall survive the termination of this Agreement and the repayment in full of the Obligations, and shall not be reduced or impaired by any investigation made by or on behalf of any Indemnified Party. Each Restricted Party which is party to or bound by this Agreement from time to time hereby waives, releases and agrees not to make any claim or bring any cost recovery action against, the Agent or any Lender under CERCLA or any federal, provincial or state equivalent, or any similar law now existing or hereafter enacted in any jurisdiction. To the extent that a Lender or the Agent or any other Indemnified Party is held to be strictly liable under any Environmental Law, the obligation of each Restricted Party which is party to or bound by this Agreement from time to time to each Indemnified Party under this indemnity shall likewise be to indemnify such Lender in full therefor without regard to fault on the part of such Borrower, Restricted Party or Subsidiary with respect to the violation or condition which results in liability of such Indemnified Party. If and to the extent that the foregoing undertaking may be unenforceable for any reason, each of the Restricted Parties which is party to or bound by this Agreement from time to time hereby agrees to make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities hereunder which is permissible under Applicable Law. For the purposes of allocating the risk of the Borrowers and the Guarantors hereunder, the Agent shall be deemed to act as agent for and on behalf of each of the Indemnified Parties.

Expenses and Indemnity. 10.10.1 All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lender Bank by any Loan Party the Borrower, the Guarantor and/or DecisionPoint under this Agreement shall be supplied by the Borrower without cost to the LenderBank. The Borrower shall pay to the Bank on demand all reasonablereasonable out of pocket costs, out-of-pocket costs including without limitation all reasonable legal, accounting, audit and expenses of the Lender (including, without limitation, long distance telephone and courier charges and the reasonable consultants’ fees and other reasonable third party expenses of counsel and professional advisors or consultants for incurred by the Lender), incurred Bank from time to time in connection with: (i) the Loan and any Conversion; (ii) the preparationdocumentation, execution, deliverypreparation, administration, periodic review, modification or amendment negotiation and administration of this Agreement and the Security Documents and the maintenance and monitoring of its security. Each of the Loan Documents; (iii) any enforcement of Borrower and the Loan Documents; (iv) obtaining advice as Guarantor agrees to its rights indemnify and responsibilities in connection with save harmless the Loan, the Loan Documents and any Conversion; (v) reviewing, inspecting and appraising the Collateral that is the subject of the Security in connection with the enforcement of its rights under the Security; and (vi) any other matters relating to the Loan and any Conversion. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. 10.10.2 The Loan Parties agree on demand to jointly and severally indemnify the Lender Bank against any liabilityloss, obligationexpense, loss liability or expense claim which it the Bank may sustain or incur as a consequence of: of (i) any representation or warranty made the performance by the Bank of its obligations under this Agreement and the exercise of its rights and remedies hereunder or any one or more of the Loan Parties which was incorrect at instruments and documents comprising the time it was made or deemed to have been made; Security Documents, (ii) any failure by the Borrower or the Guarantor to fulfil any obligation or make any payment which the Bank has assumed in connection with this Agreement and any other agreement as security contemplated by this Agreement, (iii) a default by the Loan Parties Borrower in the payment of any sum due from it, including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to Lender of funds borrowed by the Lender in order to fund the amount of any such unpaid amount to the extent the Lender is not reimbursed pursuant to any other provisions of this Agreement; (iii) the failure of the Borrower to complete an Advance or make any payment after notice therefore has been given under this Agreement; hereunder, and (iv) any other default by the Loan Parties under Borrower or the Guarantor hereunder, other than such loss, expense, liability or claim resulting from the Bank’s gross negligence or willful misconduct. This provision shall survive the repayment of the Credit Facility and shall continue in full force and effect so long as the possibility of any Loan Documentsuch liability, claim or loss exists. A certificate of the Lender Bank as to the amount of any such cost, loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error. 10.10.3 In addition, the Loan Parties agree on demand to jointly and severally indemnify the Lender and their respective directors, managers, officers, employees and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the making of an Advance hereunder and the Lender taking, holding and enforcing the Security, other than arising from the gross negligence or willful misconduct of the Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless such failure adversely effects the Borrower's position in respect of such claim. 10.10.4 The Agreements in this Section 10.10 shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. 10.10.1 All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lender by any Loan Party the Borrower or the Custodian under this Agreement shall be supplied without cost to the Lender. The Borrower shall pay on demand all reasonable, out-of-reasonable out of pocket costs and expenses of the Lender (including, without limitation, including long distance telephone and courier charges and the reasonable fees and expenses of legal counsel and professional advisors or consultants for to the Lender), incurred in connection with: with (i) the Loan and any Conversion; (ii) the preparation, execution, delivery, administration, periodic review, modification or amendment of the Loan Credit Documents; (iiiii) any enforcement of the Loan Credit Documents; (iviii) obtaining advice as to its rights and responsibilities in connection with this Agreement and the Loan, the Loan Documents and any ConversionCredit Documents; (viv) reviewing, inspecting and appraising the Collateral that is the subject of the Security at reasonable intervals; and (v) all other matters relating to this Agreement and the other Credit Documents; provided that, prior to the occurrence of an Event of Default, the Borrower shall not be required to pay the Lender in any given calendar year more than U.S.$20,000 (or the Canadian Dollar equivalent thereof) on account of out-of-pocket costs and expenses relating to the Lender's ongoing due diligence in respect of, and the Lender's monitoring of, the Borrower and the performance of its obligations under the Credit Documents; and provided further that the Borrower shall not be required to pay the Lender more than U.S.$75,000 (or the Canadian Dollar equivalent thereof) in connection with legal fees (exclusive of taxes and disbursements) payable by the Lender to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP relating to services performed up to the date hereof in connection with the enforcement of its rights under transactions contemplated by the Security; and (vi) any other matters relating to the Loan and any ConversionCredit Documents. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. 10.10.2 . The Loan Parties agree on demand to jointly and severally Borrower shall indemnify the Lender against any liability, obligation, loss or expense which it may sustain or incur as a consequence of: of (i) any representation or warranty made herein by the any one or more of the Loan Parties Borrower which was incorrect at the time it was made or deemed to have been made; , (ii) a default by the Loan Parties Borrower in the payment of any sum due from itit (irrespective of whether an Advance is deemed to be made to the Borrower to pay the amount that the Borrower has failed to pay), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to Lender lenders of funds borrowed by the Lender in order to fund the amount of any such unpaid amount to the extent the Lender is not reimbursed pursuant to any other provisions provision of this Agreement; , (iii) the failure of the Borrower to complete an any Advance or make any payment after notice therefore therefor has been given under this Agreement; , and (iv) any other default by the Loan Parties under any Loan DocumentBorrower hereunder. A certificate of the Lender as to the amount of any such liability, obligations, loss or expense shall be conclusive prima facie evidence as to the amount thereof, in the absence of manifest miscalculation or error. 10.10.3 . In addition, the Loan Parties agree on demand to jointly and severally Borrower shall indemnify the Lender and their respective its directors, managers, officers, employees and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them by any third party as a result of or in connection with the making of an any Advance hereunder and the Lender taking, holding and enforcing the Securityhereunder, other than any such claim arising from the gross negligence or willful wilful misconduct of the Lender or any other Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless hereunder, except to the extent such failure adversely effects affects the right of the Borrower to assert any reasonable defense to such claim. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification under this Section 12.7, without the prior written consent of the Borrower's position . The Borrower at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or any legal proceeding resulting therefrom. The Indemnified Party shall be entitled to participate in respect (but not control) the defense of any such action, with its own counsel and at its own expense. If the Borrower does not assume the defense of any such claim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate and at the expense of the Borrower, including, but not limited to, settling such claim or litigation, after giving notice of the same to and receiving the consent of the Borrower (which consent shall not be unreasonably withheld). In such case the Borrower shall be entitled to participate in (but not control) the defense of such claim. 10.10.4 action, with its own counsel and at its own expense. The Agreements agreements in this Section 10.10 shall survive the termination of this Agreement and the repayment of the Obligations.

Expenses and Indemnity. 10.10.1 All statements12.1 The Chargor covenants to indemnify and to keep indemnified the Security Agent, reportseach Finance Party and any Receiver (and any attorney, certificatesmanager, appraisals and delegate, agent or other documents or information required appointee thereof (each a "Relevant Person")) (each of whom shall be entitled to be furnished to indemnified out of the Lender by any Loan Party under this Agreement shall be supplied without cost to the Lender. The Borrower shall pay Charged Assets) on demand (on a full indemnity basis) against all reasonablecosts, out-of-pocket costs and expenses of the Lender expenses, charges, fees (including, without limitation, long distance telephone legal, accountancy, consultancy, and courier charges valuation fees, disbursements and the reasonable fees and expenses of counsel and professional advisors or consultants for the Lenderout-of-pocket expenses), losses, liabilities (including, without limitation, any actual or alleged breach by any person of any Environmental Law or Environmental Licence) and other sums (including without limitation any taxes, levy or duty thereon) incurred in connection with: (i) the Loan and any Conversion; (ii) the preparation, execution, delivery, administration, periodic review, modification by or amendment of the Loan Documents; (iii) any enforcement of the Loan Documents; (iv) obtaining advice as to its rights and responsibilities in connection with the Loan, the Loan Documents and any Conversion; (v) reviewing, inspecting and appraising the Collateral that is the subject on behalf of the Security Agent, a Finance Party or any Receiver or Relevant Person in connection with the enforcement execution or purported execution of its rights under the Security; and (vi) any other matters relating to the Loan and any Conversion. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. 10.10.2 The Loan Parties agree on demand to jointly and severally indemnify the Lender against any liability, obligation, loss or expense which it may sustain or incur as a consequence of: (i) any representation or warranty made by the any one or more of the Loan Parties which was incorrect at the time it was made powers, authorities or deemed to have been made; (ii) a default by the Loan Parties discretions vested in the payment of any sum due from it, including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to Lender of funds borrowed by the Lender in order to fund the amount of any such unpaid amount to the extent the Lender is not reimbursed them pursuant to any other provisions of this Agreement; (iii) the failure of the Borrower to complete an Advance or make any payment after notice therefore has been given under this Agreement; and (iv) any other default by the Loan Parties under any Loan Document. A certificate of the Lender as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error. 10.10.3 In addition, the Loan Parties agree on demand to jointly and severally indemnify the Lender and their respective directors, managers, officers, employees and representatives (the "Indemnified Parties") from hereto and against any and all actions, proceedings, claimscosts, claims or demands in respect of any matter or thing done or omitted in relation to the Charged Assets (including, without limitation, any realisation thereof). All such costs, charges, losses, damages, liabilities, expenses and obligations other sums incurred by the Security Agent, a Finance Party or any Receiver or Relevant Person shall carry interest (as well after as before judgement, liquidation, administration or bankruptcy) at the Default Rate of interest from the date of the same being incurred to the date of payment. 12.2 The Chargor agrees, as a separate obligation, to indemnify the Security Agent and any Receiver (each of whom shall be entitled to be indemnified out of the Charged Assets) against any loss or liability which the Security Agent or any Receiver incurs as a consequence of: 12.2.1 the Security Agent or any Receiver receiving any amount in respect of the Chargor's liability under this Deed; or 12.2.2 that liability being converted into a claim, proof, judgement or order; in a currency other than pounds sterling. 12.3 No Relevant Person may claim any amount under this Clause 12 in respect of any kind that may be incurred by such matter to the extent it has already been paid or asserted against any of them as a result of or in connection with the making of an Advance hereunder and the Lender taking, holding and enforcing the Security, other than arising from the gross negligence or willful misconduct of the Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless such failure adversely effects the Borrower's position indemnified in respect of such claimamount in respect of such matter under the terms of any other Finance Document. 10.10.4 The Agreements in this Section 10.10 shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. 10.10.1 All 7.6.1 The Borrower shall supply all statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lender by any Loan Party under pursuant to this Agreement shall be supplied or the Letter of Offer without cost to the Lender. . 7.6.2 The Borrower shall agrees to pay on demand all reasonable, reasonable out-of-pocket costs and expenses of the Lender (in connection with the preparation, negotiation, execution, delivery, registration and operation of this Agreement, the Notes, the Letter of Offer and the Security Documents including, without limitation, long distance telephone the reasonable fees and courier charges out-of-pocket expenses of counsel for the Lender and of special counsel who may be retained by said counsel or by the Lender with respect thereto and with respect to advising the Lender as to its rights and responsibilities under this Agreement, the Notes, the Letter of Offer and the Security Documents. The Borrower further agrees to pay on demand all costs and expenses, if any, of the Lender (including reasonable fees and expenses of counsel and professional advisors or consultants special counsel for the Lender), incurred in connection with: (i) the Loan and any Conversion; (ii) the preparation, execution, delivery, administration, periodic review, modification or amendment of the Loan Documents; (iii) with any enforcement of the Loan Documents; (iv) obtaining advice as to its rights and responsibilities in connection with the Loanthis Agreement, the Loan Notes, the Letter of Offer and the Security Documents including, without limitation, costs and expenses sustained by the Lender as a result of any Conversion; (v) reviewing, inspecting and appraising failure by the Collateral that is the subject Borrower to perform or observe its obligations contained herein or in any of the Security in connection with the enforcement of its rights under the Security; and (vi) any other matters relating to the Loan and any Conversion. Such costs and expenses shall be payable whether or not an Advance is made under this AgreementDocuments. 10.10.2 7.6.3 The Loan Parties agree on demand Borrower agrees to jointly and severally indemnify the Lender against any liability, obligation, loss or expense which it may sustain or incur in obtaining or redeploying deposits as a consequence of: (i) any representation or warranty made result of the failure by the Borrower to pay when due any one or more principal of the Loan Parties which was incorrect at the time it was made or deemed to have been made; (ii) a default by the Loan Parties in the payment of any sum due from itLoan, including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to Lender of funds borrowed by the Lender in order to fund the amount of any such unpaid amount to the extent the Lender that any such loss or expense is not reimbursed recovered pursuant to any other provisions of this Agreement; (iii) the failure of the Borrower to complete an Advance or make any payment after notice therefore has been given under this Agreement; and (iv) any other default by the Loan Parties under any Loan Documenthereof. A certificate of the Lender as setting forth the basis for the determination of the interest due on overdue principal or interest and of the amounts necessary to the amount indemnify such Lender in respect of any such loss or expense expense, submitted to the Borrower, shall be conclusive evidence as to the amount thereof, and binding for all purposes except in the absence case of manifest error. 10.10.3 In addition, the Loan Parties agree on demand to jointly and severally indemnify the Lender and their respective directors, managers, officers, employees and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the making of an Advance hereunder and the Lender taking, holding and enforcing the Security, other than arising from the gross negligence or willful misconduct of the Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless such failure adversely effects the Borrower's position in respect of such claim. 10.10.4 The Agreements in this Section 10.10 shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. 10.10.1 All The Borrower shall supply all statements, reports, certificates, appraisals opinions and other documents or information required to be furnished to the Lender by any Loan Party under Lenders pursuant to this Agreement shall be supplied without cost to the LenderLenders. The Borrower further agrees and covenants: (a) to promptly pay the Agent all reasonable expenses which the Agent shall have incurred in connection with the preparation, negotiation and execution of this Agreement, (b) to pay on demand all reasonablethe expenses the Lenders incurred in the enforcement and preservation of any of their rights under this Agreement, including, without limitation, all reasonable legal fees and out-of-pocket costs and expenses of the Lender (including, without limitation, long distance telephone and courier charges and the reasonable fees and expenses of counsel and professional advisors or consultants for the Lender), incurred in connection with: (i) the Loan and any Conversion; (ii) the preparation, execution, delivery, administration, periodic review, modification or amendment of the Loan Documents; (iii) any enforcement of the Loan Documents; (iv) obtaining advice as to its rights and responsibilities in connection with the Loan, the Loan Documents and any Conversion; (v) reviewing, inspecting and appraising the Collateral that is the subject of the Security in connection with the enforcement of its rights under the Security; and (vi) any other matters relating to the Loan and any Conversion. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement.Lenders, and 10.10.2 The Loan Parties agree on demand (c) to jointly and severally indemnify the Lender Lenders against any liabilityloss, obligation, loss reasonable expense or expense liability which it may sustain any of them sustains or incur incurs as a consequence of: : (i) any representation or warranty made by the any one or more of the Loan Parties which was incorrect at the time it was made or deemed to have been made; (ii) a default by the Loan Parties Borrower in the payment of any sum due from itpursuant to this Agreement, including, but not limited to, all sums (whether in respect of principal, interest interest, prepayment penalties, breakage costs or any other amountotherwise) paid or payable to Lender any lender of funds borrowed by the Lender Lenders in order to fund maintain the amount of any unpaid amount; and (ii) a default of the Borrower to borrow in the amount and on the date specified in any Notice of Borrowing or notice of conversion given pursuant hereto (whether such unpaid amount to the extent the Lender is not reimbursed pursuant to any other provisions of this Agreement; (iii) default results from the failure of the Borrower to complete an Advance satisfy the conditions of a Borrowing, or make otherwise), or to give sufficient notice with respect to any payment after notice therefore has been given under this Agreement; and (iv) any other default by Borrowing or conversion pursuant to Sections 4.2 through 4.7, as the Loan Parties under any Loan Documentcase may be. A certificate of the Lender as to so affected setting out the basis for the determination of the amount necessary to indemnify it in respect of any such loss loss, expense or expense liability shall be conclusive evidence as to the amount thereofbe, in the absence of manifest error. 10.10.3 , prima facie evidence of the facts therein set forth. In additionthe case of breakage costs, the Loan Parties agree on demand to jointly and severally indemnify calculation thereof shall be made by the affected Lender and their respective directors, managers, officers, employees and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection accordance with the making of an Advance hereunder and the Lender taking, holding and enforcing the Security, other than arising from the gross negligence or willful misconduct of the Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless such failure adversely effects the Borrower's position in respect of such claimstandard industry practices. 10.10.4 The Agreements in this Section 10.10 shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. 10.10.1 All statements, reports, certificates, appraisals and other documents or information required to be furnished to the Lender by any Loan Party under this Agreement shall be supplied without cost to the Lender. (1) The Borrower shall pay to the Lender and the Collateral Agent on demand demand: (a) all reasonablereasonable and documented fees and expenses incurred by the Lender in connection with their due diligence review; (b) all reasonable and documented fees and expenses of the Lender and the Collateral Agent (including reasonable and documented fees, charges and disbursements of its counsel) in connection with the preparation, amendment, execution and delivery of this Agreement, the other Credit Documents and the Sprott Purchaser Intercreditor Agreement including the registration of any of the Security in any public record office; (c) all reasonable and documented fees and expenses of the Lender and the Collateral Agent (including fees, charges and disbursements of its counsel) incurred in connection with any amendment or waiver with respect to the Credit Documents or the Sprott Purchaser Intercreditor Agreement; (d) all fees and expenses of the Lender and the Collateral Agent (including fees, charges and disbursements of its counsel) in connection with the enforcement of any of the Credit Documents and including out-of-pocket costs (including lawyers, auditors, consultants and expenses accountants) during any workout, restructuring or negotiations in respect of the Lender (including, without limitation, long distance telephone and courier charges and the reasonable fees and expenses of counsel and professional advisors Obligations or consultants for the Lender), incurred in connection with: (i) the Loan and any Conversion; (ii) the preparation, execution, delivery, administration, periodic review, modification this Agreement or amendment of the Loan Documents; (iii) any enforcement of the Loan Documents; (iv) obtaining advice as to its rights and responsibilities in connection with the Loan, the Loan Documents and any Conversion; (v) reviewing, inspecting and appraising the Collateral that is the subject of the Security in connection with the enforcement of its rights under the Security; and (vi) any other matters relating to Credit Document or the Loan and any Conversion. Such costs and expenses shall be payable whether or not an Advance is made under this AgreementCredit Parties. 10.10.2 (2) The Loan Credit Parties agree on demand to jointly and severally indemnify the Lender and the Collateral Agent against any liability, obligation, loss or expense which it may sustain or incur as a consequence of: (ia) any representation or warranty made by the any one or more of the Loan Credit Parties which was incorrect at the time it was made or deemed to have been made; (iib) a default by the Loan Credit Parties in the payment of any sum due from it, including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to Lender lenders of funds borrowed by the Lender or the Collateral Agent in order to fund the amount of any such unpaid amount to the extent the Lender is or the Collateral Agent are not reimbursed pursuant to any other provisions of this Agreement; (iiic) the failure of the Borrower to complete an the Advance or make any payment after notice therefore has been given under this Agreement; and (ivd) any other default by the Loan Credit Parties under any Loan Credit Document. A certificate of the Lender as to the amount of any such loss or expense shall be conclusive evidence as to the amount thereof, in the absence of manifest error. 10.10.3 (3) In addition, the Loan Credit Parties agree on demand to jointly and severally indemnify the Lender Lender, the Collateral Agent and their respective directors, managers, officers, employees and representatives (the "“Indemnified Parties"”) from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the making of an the Advance hereunder and the Lender or the Collateral Agent taking, holding and enforcing the SecuritySecurity Documents, other than arising from the gross negligence or willful misconduct of the Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's ’s rights to indemnity hereunder unless such failure adversely effects the Borrower's ’s position in respect of such claim. 10.10.4 (4) The Agreements in this Section 10.10 10.11 shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. 10.10.1 All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lender Agent or the Lenders by any Loan Party an Obligor under this Agreement shall be supplied without cost to the LenderAgent or the Lenders. The Borrower shall, whether or not any or all of the transactions hereby contemplated are consummated, pay all out of pocket costs, including without limitation, all legal and consultants' fees and other expenses and all sales, goods and services taxes payable under the laws of Canada with respect thereto incurred by the Agent, the Lenders and the Trustee from time to time in the documentation, preparation, negotiation, execution, operation, administration and the enforcement of this Agreement and any other agreement or Security contemplated by this Agreement and of security review, inspection and appraisal at reasonable intervals. The Borrower shall pay on demand all reasonable, out-of-pocket costs and expenses of the Lender (including, without limitation, long distance telephone and courier charges and the reasonable fees and expenses of counsel and professional advisors or consultants for the Lender), incurred in connection with: (i) the Loan and any Conversion; (ii) the preparation, execution, delivery, administration, periodic review, modification or amendment of the Loan Documents; (iii) any enforcement of the Loan Documents; (iv) obtaining advice as to its rights and responsibilities in connection with the Loan, the Loan Documents and any Conversion; (v) reviewing, inspecting and appraising the Collateral that is the subject of the Security in connection with the enforcement of its rights under the Security; and (vi) any other matters relating to the Loan and any Conversion. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. 10.10.2 The Loan Parties agree on demand to jointly and severally indemnify the Agent and each Lender against any liability, obligation, loss or expense which it the Agent or such Lender may sustain or incur as a consequence of: of (i) any representation or warranty made by the any one or more of the Loan Parties an Obligor which was incorrect at the time it was made or deemed to have been made; , (ii) a default by the Loan Parties an Obligor in the payment of any sum due from ithereunder, including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to Lender lenders of funds borrowed by the Agent or a Lender in order to fund the amount of any such unpaid amount to the extent the Agent or a Lender is not reimbursed pursuant to any other provisions of this Agreement; , (iii) the failure of the Borrower to complete an Advance or make any payment drawdown under the Credit after notice therefore therefor has been given under this Agreement; Agreement and (iv) any other default by the Loan Parties under any Loan Documentan Obligor. A certificate of the Lender Agent or the affected Lender, together with supporting documentation, as to the amount of any such loss or expense shall be conclusive constitute prima facie evidence as to the amount thereof, in the absence of manifest error. 10.10.3 In addition, the Loan Parties agree on demand to jointly and severally indemnify the Lender and their respective directors, managers, officers, employees and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the making of an Advance hereunder and the Lender taking, holding and enforcing the Security, other than arising from the gross negligence or willful misconduct of the Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower of the claim and, when known, the facts constituting the basis for such claim, and if known, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless such failure adversely effects the Borrower's position in respect of such claim. 10.10.4 The Agreements in this Section 10.10 shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. 10.10.1 All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lender by any Loan Party the Obligors under this Agreement shall be supplied without cost to the Lender. The Borrower shall pay on demand all reasonable, reasonable third party costs and out-of-pocket costs and expenses of the Lender (including, without limitation, long distance telephone and courier charges and the reasonable fees and expenses of counsel and professional advisors or consultants for the LenderLender on a solicitor and own client basis and including printing, reproduction, document delivery, publicity, communication, audit and travel costs), incurred in connection with: with (i) the Loan and any Conversion; (ii) the preparation, execution, delivery, amendment, administration, periodic review, modification or amendment review and enforcement of the Loan Credit Documents; (iii) any enforcement of the Loan Documents; (ivii) obtaining advice as to its their rights and responsibilities in connection with the Loan, Credit and the Loan Documents and any ConversionCredit Documents; (viii) reviewing, inspecting and appraising the Collateral collateral that is the subject of the Security in connection with the enforcement at reasonable intervals (up to a limit of its rights under the SecurityU.S. $10,000 per year if no Event of Default or Pending Event of Default has occurred); and (viiv) any other matters relating to the Loan and any ConversionCredit. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. 10.10.2 Agreement and the Lender shall provide the Borrower with reasonable evidence of costs and expenses for which it seeks payment. Notwithstanding the foregoing, the Borrower shall not be responsible for costs relating to syndications, assignments or participations of the Credit, whether or not the Borrower has consented thereto. The Loan Parties agree on demand to jointly and severally Borrower shall indemnify the Lender Lender, its affiliates involved with the Credit, their respective directors, officers, employees and representatives, and each of them, against any liability, obligation, loss (other than loss of profit) or expense which it any of them may sustain or incur as a consequence of: of (ia) any representation or warranty made herein by the any one or more of the Loan Parties Obligor which was incorrect at the time it was made or deemed to have been made; , (iib) a default by the Loan Parties any Obligor in the payment of any sum due from itit (irrespective of whether an Advance is deemed to be made to the Borrower to pay any amount that it has failed to pay), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to Lender lenders of funds borrowed by the Lender in order to fund the amount of any such unpaid amount to the extent the Lender is not reimbursed pursuant to any other provisions of this Agreement; , (iiic) the failure of the Borrower to complete an any Advance or make any payment in the manner required by this Agreement after notice therefore therefor has been given under this Agreement; , and (ivd) any other default by the Loan Parties under any Loan DocumentObligor hereunder. A certificate of the Lender as to the amount of any such loss or expense shall be conclusive prima facie evidence as to the amount thereof, in the absence of manifest error. 10.10.3 . In addition, the Loan Parties agree on demand to jointly and severally Borrower shall indemnify the Lender Lender, its affiliates involved with the Credit, and their respective directors, managers, officers, employees and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, claims, losseslosses (other than loss of profits), damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the making of an Advance hereunder and the Lender taking, holding and enforcing the SecurityCredit, other than arising from through the gross negligence or willful wilful misconduct of the Indemnified PartyLender or any party acting for or on behalf of the Lender. Whenever any such claim shall ariseWithout limiting the foregoing, the Indemnified Party Borrower shall promptly notify indemnify the Borrower of Lender, its affiliates involved with the claim and, when known, the facts constituting the basis for such claimCredit, and if knowntheir respective directors, the amount or an estimate of the amount of the claim. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless such failure adversely effects the Borrower's position officers, employees and representatives in respect of (i) any remedial action taken by the Lender in connection with the presence, use, handling, production, transportation, storage, release, deposit, discharge or disposal of any Hazardous Materials in, on or about any Property owned, operated or occupied by the Obligors and their Subsidiaries, whether by the Obligors or any other Person, including without limitation any repair, clean-up, remediation or detoxification of any of such claim. 10.10.4 Property and the preparation of any closure or other required plans, and (ii) any breach by any Obligor of any Environmental Law. The Agreements agreements in this Section 10.10 shall survive the termination of this Agreement and repayment of the Obligations.

Expenses and Indemnity. 10.10.1 All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Lender Lenders, the Agent, or any of them, by any Loan Party the Borrower under this Agreement shall be supplied without cost to the LenderLenders, the Agent, or any of them. The Borrower shall pay on demand all reasonable, out-of-pocket reasonable third party costs and expenses of the Lender Lenders, or any of them (including, without limitation, long distance telephone and courier charges and including the reasonable fees and expenses of counsel and professional advisors or consultants for the LenderLenders and the Agent collectively, but not separately for individual Lenders and the Agent, on a solicitor and own client basis), incurred in connection with: (i) the Loan and any Conversion; (ii) with the preparation, execution, delivery, administration, periodic review, modification or amendment of the Loan Documents; (iii) any review and enforcement of the Loan Documents; (iv) obtaining advice as to its their rights and responsibilities in connection with the Loan, Credit and the Loan Documents and any ConversionDocuments; (v) reviewing, inspecting and appraising the Collateral that is the subject of the Security in connection with the enforcement of its rights under the Securityany collateral at reasonable intervals; and (vi) any other matters relating to the Loan and any ConversionCredit. Such costs and expenses shall be payable whether or not an Advance is made under this Agreement. 10.10.2 . The Loan Parties agree on demand to jointly and severally Borrower shall indemnify the Lender Lenders, the Agent, and each of them, against any liability, obligation, loss or expense which it any of them may sustain or incur as a consequence of: of (ia) any representation or warranty made herein by the any one or more of the Loan Parties Borrower which was incorrect at the time it was made or deemed to have been made; , (iib) a default by the Loan Parties Borrower in the payment of any sum due from itit under or in connection with the Loan Documents (irrespective of whether an Advance is deemed to be made to pay the amount that has not been paid), including, but not limited to, including all sums (whether in respect of principal, interest or any other amount) paid or payable to Lender lenders of funds borrowed by the Lender Lenders, the Agent, or any of them, in order to fund the amount of any such unpaid amount to the extent the Lender is Lenders, the Agent, or any of them, are not reimbursed pursuant to any other provisions of this Agreement; , (iiic) the failure of the Borrower to complete an any Advance or make any payment after notice therefore therefor has been given under this Agreement; , (d) the failure of a purchaser of Bankers' Acceptances (other than one of the Lenders) to pay for them in any arrangement for sale made by the Borrower and communicated to the Agent, (ive) any other default by the Borrower, and (f) generally, the Lenders and the Agent having entered into this Agreement and the other Loan Parties under any Loan DocumentDocuments and made Advances to the Borrower. A certificate of a Lender or the Lender Agent as to the amount of any such loss or expense shall be conclusive prima facie evidence as to the amount thereof, in the absence of manifest error. 10.10.3 In addition, the Loan Parties agree on demand to jointly and severally indemnify error provided that the Lender and their respective directors, managers, officers, employees and representatives (the "Indemnified Parties") from and against any and all actions, proceedings, claims, losses, damages, liabilities, expenses and obligations of any kind that may be incurred by or asserted against any of them as a result of or in connection with the making of an Advance hereunder and the Lender taking, holding and enforcing the Security, other than arising from the gross negligence or willful misconduct of the Indemnified Party. Whenever any such claim shall arise, the Indemnified Party shall promptly notify the Borrower of the claim and, when known, the facts constituting the basis for such claim, and if known, determines the amount or an estimate owing to it in good faith using any reasonable method and provides a detailed description of its calculation of the amount of the claimowing to it. The failure of an Indemnified Party to give notice of a claim promptly shall not adversely affect the Indemnified Party's rights to indemnity hereunder unless such failure adversely effects the Borrower's position in respect of such claim. 10.10.4 The Agreements agreements in this Section 10.10 shall survive the termination of this Agreement and repayment of the Obligations.