Indemnity and No Lender Liability. Each Borrower in respect of each Letter of Credit issued at its request shall indemnify and save harmless the applicable Lenders, the applicable Fronting Lenders, the applicable Operating Lenders and the Agent against all claims, losses, costs, expenses or damages to the Lenders, the Fronting Lenders, the Operating Lenders and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Fronting Lenders, the Operating Lenders or the Agent or any other Person in connection therewith, including all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent from accepting or paying any Draft or any amount under any such Letter of Credit, except as a result of the Agent’s, the Lenders’, applicable Fronting Lender’s, or the applicable Operating Lender’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction). Each Borrower agrees that the Lenders, the Fronting Lenders, the Operating Lenders and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Lenders, the Fronting Lenders, the Operating Lenders, the Agent or any other Person in connection therewith, except as a result of the Agent’s, Lenders’, each Fronting Lender’s, or each Operating Lender’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction).
Indemnity and No Lender Liability. The Borrower shall indemnify and save harmless the Lenders, the Operating Lender and the Agent against all claims, losses, costs, expenses or damages to the Lenders, the Operating Lender and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Operating Lender or the Agent or any other person in connection therewith, including all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent, the Operating Lender or the relevant Lenders from accepting or paying any Draft or any amount under any such Letter of Credit, except as a result of the Agent’s, Lenders’, or Operating Lender’s (as applicable) gross negligence or wilful misconduct, as determined in a final, non-appealable judgment by a court of competent jurisdiction. The Borrower also agrees that the Lenders, the Operating Lender and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Lenders, the Operating Lender or the Agent or any other person in connection therewith, except as a result of the Agent’s, Lenders’, or Operating Lender’s (as applicable) gross negligence or wilful misconduct, as determined in a final, non-appealable judgment by a court of competent jurisdiction.
Indemnity and No Lender Liability. Each Borrower in respect of each Letter of Credit issued at its request shall indemnify and save harmless the applicable Lenders, the Fronting Lenders, the U.S. Facility Fronting Lender, the Operating Lender and the Agent against all claims, losses, costs, expenses or damages to the Lenders, the Fronting Lenders, the Operating Lender and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Fronting Lenders, the U.S. Facility Fronting Lender, the Operating Lender or the Agent or any other person in connection therewith, including all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent from accepting or paying any Draft or any amount under any such Letter of Credit, except as a result of the Agent's, the Lenders', applicable Fronting Lender's, U.S. Facility Fronting Lender's or Operating Lender's (as applicable) gross negligence or wilful misconduct. Each Borrower agrees that the Lenders, the Fronting Lenders, the U.S. Facility Fronting Lender, the Operating Lender and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Lenders, the Fronting Lenders, the U.S. Facility Fronting Lender, the Operating Lender, the Agent or any other person in connection therewith, except as a result of the Agent's, Lenders', Fronting Lender's, U.S. Facility Fronting Lender's or Operating Lender's (as applicable) gross negligence or wilful misconduct.
Indemnity and No Lender Liability. The Borrower shall indemnify and save harmless the Operating Lender and the Agent against all claims, losses, costs, expenses or damages to the Operating Lender and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Operating Lender or the Agent or any other person in connection therewith, including all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit from accepting or paying any Draft or any amount under any such Letter of Credit, except as a result of the Agent's or Operating Lender's (as applicable) gross negligence or wilful misconduct. The Borrower also agrees that the Operating Lender and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Operating Lender or the Agent or any other person in connection therewith, except as a result of the Agent's or the Operating Lender's (as applicable) gross negligence, wilful misconduct.
Indemnity and No Lender Liability. The Canadian Borrower shall indemnify and save harmless the Syndicated Facility Lenders, each Fronting Lender and the Agent against all claims, losses, costs, expenses or damages to the Syndicated Facility Lenders, the Fronting Lenders and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Syndicated Facility Lenders, a Fronting Lender or the Agent or any other person in connection therewith in accordance with the terms of this Agreement including all reasonable properly documented costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent from accepting or paying any Draft or any amount under any such Letter of Credit, except as a result of the Agent’s, Syndicated Facility Lenders’ or a Fronting Lender’s (as applicable) gross negligence, wilful misconduct or material breach of this Agreement. The Canadian Borrower also agrees that the Syndicated Facility Lenders, the Fronting Lenders and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Syndicated Facility Lenders, the Fronting Lenders or the Agent or any other person in connection therewith, except as a result of the Agent’s, Syndicated Facility Lenders’ or a Fronting Lender’s (as applicable) gross negligence, wilful misconduct or material breach of this Agreement.
