Common use of Each U Clause in Contracts

Each U. S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any Letter of Credit; provided, however, that no U.S. Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. Each U.S. Borrower agrees to be bound by the Underlying Issuer's regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender's interpretations of any L/C issued by Issuing Lender to or for such U.S. Borrower's account, even though this interpretation may be different from such U.S. Borrower's own, and each U.S. Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following U.S. Borrowers' instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each U.S. Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by U.S. Borrowers against such Underlying Issuer. Each U.S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any L/C Undertaking as a result of the Lender Group's indemnification of any Underlying Issuer; provided, however, that no U.S. Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. Each U.S. Borrower hereby acknowledges and agrees that neither the Lender Group nor the Issuing Lender shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any Letter of Credit.

Each U. S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any Letter of Credit; provided, however, that no U.S. Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender GroupGroup as determined by a final judgment of a court of competent jurisdiction. Each U.S. Borrower agrees to be bound by the Underlying Issuer's regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender's interpretations of any L/C issued by Issuing Lender to or for such U.S. Borrower's account, even though this interpretation may be different from such U.S. Borrower's own, and each U.S. Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following U.S. Borrowers' instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each U.S. Borrower understands that the L/C Undertakings undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by U.S. Borrowers against such Underlying Issuer. Each U.S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any L/C Undertaking as a result of the Lender Group's indemnification of any Underlying Issuer; provided, however, that no U.S. Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. Each U.S. Borrower hereby acknowledges and agrees that neither the Lender Group nor the Issuing Lender shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any Letter of Credit.as

Each U. S. Borrower (herein, the "Waiving Borrower") hereby agrees that it will not exercise any rights which it may acquire by reason of any payment made hereunder, whether by way of subrogation, reimbursement or otherwise, until the prior payment, in full and in cash, of all Obligations. Any amount paid to indemnifythe Waiving Borrower on account of any payment made hereunder prior to the payment in full of all Obligations shall be held in trust for the benefit of any Lender and such holder of a Note and shall immediately be paid to such Lender and such holder of a Note and credited and applied against the Obligations of Waiving Borrower and the other Credit Parties, savewhether matured or unmatured, defend, and hold in accordance with the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out terms of or in connection with any Letter of Creditthis Agreement; provided, however, that no U.S. if (1) Waiving Borrower has made payment to such Lender and such holder of a Note of all or any part of the Obligations of any other Obligor, and (2) all Obligations have been paid in full and all Commitments have been permanently terminated, each Lender and each holder of a Note agrees that, at Waiving Borrower's request, such Lender and the holders of such Notes will execute and deliver to Waiving Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to Waiving Borrower of an interest in the Obligations of each other Credit Party resulting from such payment by Waiving Borrower. In furtherance of the foregoing, for so long as any Obligations or Commitments remain outstanding, Waiving Borrower shall be obligated hereunder refrain from taking any action or commencing any proceeding against any other Credit Party (or its successors or assigns, whether in connection with a bankruptcy proceeding or otherwise) to indemnify for recover any loss, cost, expense, amounts in respect of payments made under this Agreement or liability the other Credit Documents in respect of Obligations of any other Credit Party to the extent that it is caused by the gross negligence or willful misconduct of the Issuing any Lender or any other member holder of the Lender Groupa Note. Each U.S. Borrower agrees to be bound acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Underlying Issuer's regulations this Agreement and interpretations of any Underlying Letter of Credit or by Issuing Lender's interpretations of any L/C issued by Issuing Lender to or for such U.S. Borrower's account, even though this interpretation may be different from such U.S. Borrower's own, and each U.S. Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether provisions of omission or commission, this Section are knowingly agreed to in following U.S. Borrowers' instructions or those contained in the Letter contemplation of Credit or any modifications, amendments, or supplements thereto. Each U.S. Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by U.S. Borrowers against such Underlying Issuer. Each U.S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any L/C Undertaking as a result of the Lender Group's indemnification of any Underlying Issuer; provided, however, that no U.S. Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. Each U.S. Borrower hereby acknowledges and agrees that neither the Lender Group nor the Issuing Lender shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any Letter of Creditbenefits.

Each U. S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any Letter of Credit; provided, however, that no U.S. Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. Each U.S. Borrower agrees to be bound by the Underlying Issuer's ’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender's ’s interpretations of any L/C issued by Issuing Lender to or for such U.S. Borrower's ’s account, even though this interpretation may be different from such U.S. Borrower's ’s own, and each U.S. Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following U.S. Borrowers' ’ instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each U.S. Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by U.S. Borrowers against such Underlying Issuer. Each U.S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any L/C Undertaking as a result of the Lender Group's ’s indemnification of any Underlying Issuer; provided, however, that no U.S. Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. Each U.S. Borrower hereby acknowledges and agrees that neither the Lender Group nor the Issuing Lender shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any Letter of Credit.

Each U. S. Borrower hereby Revolving Credit Lender severally agrees to indemnifyindemnify the Issuing Bank (to the extent not promptly reimbursed by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, saveobligations, defendlosses, and hold the Lender Group harmless from damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any losskind or nature whatsoever that may be imposed on, cost, expenseincurred by, or liability, and reasonable attorneys fees incurred by asserted against the Lender Group Issuing Bank in any way relating to or arising out of the Loan Documents or in connection with any Letter of Creditaction taken or omitted by the Issuing Bank under the Loan Documents; provided, however, that no U.S. Borrower Lender Party shall be obligated hereunder to indemnify liable for any lossportion of such liabilities, costobligations, expenselosses, damages, penalties, actions, judgments, suits, costs, expenses or liability disbursements resulting from the Issuing Bank’s gross negligence or willful misconduct. Without limitation of the foregoing, each such Lender Party agrees to reimburse the Issuing Bank promptly upon demand for its ratable share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrowers under Section 9.04, to the extent that it the Issuing Bank is caused not promptly reimbursed for such costs and expenses by the gross negligence or willful misconduct Borrowers. For purposes of this Section 8.05(b), the U.S. Revolving Credit Lenders’ respective ratable shares of any amount shall be determined, at any time, according to the aggregate principal amount of the Issuing Lender or any other member of the Lender Group. Each Existing U.S. Borrower agrees to be bound by the Underlying Issuer's regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender's interpretations Advances outstanding at such time and owing to the respective U.S. Revolving Credit Lenders. The failure of any L/C issued by such Lender Party to reimburse the Issuing Lender Bank promptly upon demand for its ratable share of any amount required to or for such U.S. Borrower's account, even though this interpretation may be different from such U.S. Borrower's own, and each U.S. Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following U.S. Borrowers' instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each U.S. Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by U.S. Borrowers against such Underlying Issuer. Each U.S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred paid by the Lender Group under Parties to the Issuing Bank as provided herein shall not relieve any L/C Undertaking as a result other Lender Party of the Lender Group's indemnification of any Underlying Issuer; provided, however, that no U.S. Borrower shall be obligated its obligation hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of reimburse the Issuing Bank for its ratable share of such amount, but no Lender or any other member of the Lender Group. Each U.S. Borrower hereby acknowledges and agrees that neither the Lender Group nor the Issuing Lender Party shall be responsible for delaysthe failure of any other Lender Party to reimburse the Issuing Bank for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, errorsthe agreement and obligations of each such Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, or omissions resulting from interest and all other amounts payable hereunder and under the malfunction of equipment in connection with any Letter of Creditother Loan Documents.

Each U. S. Borrower hereby Revolving Credit Lender severally agrees to indemnifyindemnify the Issuing Bank (to the extent not promptly reimbursed by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, saveobligations, defendlosses, and hold the Lender Group harmless from damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any losskind or nature whatsoever that may be imposed on, cost, expenseincurred by, or liability, and reasonable attorneys fees incurred by asserted against the Lender Group Issuing Bank in any way relating to or arising out of the Loan Documents or in connection with any Letter of Creditaction taken or omitted by the Issuing Bank under the Loan Documents; provided, however, that no U.S. Borrower Lender Party shall be obligated hereunder to indemnify liable for any lossportion of such liabilities, costobligations, expenselosses, damages, penalties, actions, judgments, suits, costs, expenses or liability disbursements resulting from the Issuing Bank’s gross negligence or willful misconduct. Without limitation of the foregoing, each such Lender Party agrees to reimburse the Issuing Bank promptly upon demand for its ratable share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrowers under Section 9.04, to the extent that it the Issuing Bank is caused not promptly reimbursed for such costs and expenses by the gross negligence or willful misconduct Borrowers. For purposes of this Section 8.05(b), the Lender Parties’ respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Issuing Advances outstanding at such time and owing to the respective Lender or any other member Parties, (ii) their respective Pro Rata Shares of the Lender Group. Each aggregate Available LC Amount of all Letters of Credit outstanding at such time, (iii) the aggregate unused portions of their respective Term Commitments at such time plus (iv) their respective Unused U.S. Borrower agrees Revolving Credit Commitments and Unused Canadian Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to be bound by the Underlying Issuer's regulations Swing Line Bank and interpretations of any Underlying Letter of Credit or Advances owing to the Issuing Bank shall be considered to be owed to the U.S. Revolving Credit Lenders ratably in accordance with their respective U.S. Revolving Credit Commitments. In the event that any Defaulted Advance shall be owing by Issuing Lender's interpretations of any L/C issued by Issuing Defaulting Lender to or for at any time, such U.S. Borrower's account, even though this interpretation may be different from such U.S. Borrower's own, and each U.S. Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following U.S. Borrowers' instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each U.S. Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by U.S. Borrowers against such Underlying Issuer. Each U.S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless Party’s Commitment with respect to the Facility under which such Defaulted Advance was required to have been made shall be considered to be unused for purposes of this Section 8.05(b) to the extent of the amount of such Defaulted Advance. The failure of any loss, cost, expense (including reasonable attorneys fees), or liability incurred Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Group under Parties to the Issuing Bank as provided herein shall not relieve any L/C Undertaking as a result other Lender Party of the Lender Group's indemnification of any Underlying Issuer; provided, however, that no U.S. Borrower shall be obligated its obligation hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of reimburse the Issuing Bank for its ratable share of such amount, but no Lender or any other member of the Lender Group. Each U.S. Borrower hereby acknowledges and agrees that neither the Lender Group nor the Issuing Lender Party shall be responsible for delaysthe failure of any other Lender Party to reimburse the Issuing Bank for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, errorsthe agreement and obligations of each Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, or omissions resulting from interest and all other amounts payable hereunder and under the malfunction of equipment in connection with any Letter of Creditother Loan Documents.

Each U. S. Borrower hereby Revolving Credit Lender severally agrees to indemnifyindemnify the Issuing Bank (to the extent not promptly reimbursed by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, saveobligations, defendlosses, and hold the Lender Group harmless from damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any losskind or nature whatsoever that may be imposed on, cost, expenseincurred by, or liability, and reasonable attorneys fees incurred by asserted against the Lender Group Issuing Bank in any way relating to or arising out of the Loan Documents or in connection with any Letter of Creditaction taken or omitted by the Issuing Bank under the Loan Documents; provided, however, that no U.S. Borrower Lender Party shall be obligated hereunder to indemnify liable for any lossportion of such liabilities, costobligations, expenselosses, damages, penalties, actions, judgments, suits, costs, expenses or liability disbursements resulting from the Issuing Bank’s gross negligence or willful misconduct. Without limitation of the foregoing, each such Lender Party agrees to reimburse the Issuing Bank promptly upon demand for its ratable share of any costs and expenses (including, without limitation, reasonable fees and expenses of counsel) payable by the Borrowers under Section 9.04, to the extent that it the Issuing Bank is caused not promptly reimbursed for such costs and expenses by the gross negligence or willful misconduct Borrowers. For purposes of this Section 8.05(b), the Lender Parties’ respective ratable shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Issuing Advances outstanding at such time and owing to the respective Lender or any other member Parties, (ii) their respective Pro Rata Shares of the Lender Group. Each aggregate Available LC Amount of all Letters of Credit outstanding at such time, (iii) the aggregate unused portions of their respective New Term B Commitments and Term C Commitments at such time plus (iv) their respective Unused U.S. Borrower agrees Revolving Credit Commitments and Unused Canadian Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to be bound by the Underlying Issuer's regulations Swing Line Bank and interpretations of any Underlying Letter of Credit or Advances owing to the Issuing Bank shall be considered to be owed to the U.S. Revolving Credit Lenders ratably in accordance with their respective U.S. Revolving Credit Commitments. In the event that any Defaulted Advance shall be owing by Issuing Lender's interpretations of any L/C issued by Issuing Defaulting Lender to or for at any time, such U.S. Borrower's account, even though this interpretation may be different from such U.S. Borrower's own, and each U.S. Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following U.S. Borrowers' instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Each U.S. Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by U.S. Borrowers against such Underlying Issuer. Each U.S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless Party’s Commitment with respect to the Facility under which such Defaulted Advance was required to have been made shall be considered to be unused for purposes of this Section 8.05(b) to the extent of the amount of such Defaulted Advance. The failure of any loss, cost, expense (including reasonable attorneys fees), or liability incurred Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Group under Parties to the Issuing Bank as provided herein shall not relieve any L/C Undertaking as a result other Lender Party of the Lender Group's indemnification of any Underlying Issuer; provided, however, that no U.S. Borrower shall be obligated its obligation hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of reimburse the Issuing Bank for its ratable share of such amount, but no Lender or any other member of the Lender Group. Each U.S. Borrower hereby acknowledges and agrees that neither the Lender Group nor the Issuing Lender Party shall be responsible for delaysthe failure of any other Lender Party to reimburse the Issuing Bank for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, errors, or omissions resulting from the malfunction agreement and obligations of equipment each Lender Party contained in connection with any Letter of Credit.this Section

Each U. S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any Letter of Credit; provided, however, that no U.S. Borrower shall be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender GroupCredit Instrument. Each U.S. Borrower agrees to be bound by the Underlying Issuer's regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender's interpretations of any L/C or Bankers' Acceptance issued by Issuing Lender to or for such U.S. Borrower's account, even though this interpretation may be different from such U.S. Borrower's own, and each U.S. Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commissioncommission 63 (except, as to any member of the Lender Group, to the extent caused by its gross negligence or willful misconduct), in following U.S. Borrowers' instructions or those contained in the Letter of any Credit Instrument or any modifications, amendments, or supplements thereto. Each U.S. Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by U.S. Borrowers against such Underlying Issuer. Each U.S. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any L/C Undertaking Credit Instrument as a result of the Lender Group's indemnification of any Underlying Issuer; providedIssuer or Issuing Lender. THE FOREGOING INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, howeverIN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY MEMBER OF THE LENDER GROUP, provided only that no U.S. Borrower member of the Lender Group shall be obligated hereunder entitled under this section to indemnify receive indemnification for that portion, if any, of any loss, cost, expense, or liability to the extent that it liabilities and costs which is proximately caused by the its own individual gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. Each U.S. Borrower hereby acknowledges and agrees that neither the Lender Group nor the Issuing Lender shall be responsible for delaysmisconduct, errors, or omissions resulting from the malfunction of equipment as determined in connection with any Letter of Credita final judgment.