Common use of Each U Clause in Contracts

Each U. S. Revolving Credit Lender severally agrees to indemnify 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, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Issuing Bank under the Loan Documents; provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or 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 the Issuing Bank is not promptly reimbursed for such costs and expenses by the 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 Existing U.S. Letter of Credit Advances outstanding at such time and owing to the respective U.S. Revolving Credit Lenders. The failure of any such Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to the Issuing Bank as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for the 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, the agreement and obligations of each such Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents.

Each U. S. Revolving Credit Lender severally Borrower hereby agrees to indemnify indemnify, save, defend, and hold the Issuing Bank (to the extent not promptly reimbursed Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or Group arising out of the Loan Documents or in connection with any action taken or omitted by the Issuing Bank under the Loan DocumentsLetter 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 Party or any other member of the Lender Group 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 portion error, negligence, or mistake, whether of such liabilitiesomission or commission, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses in following U.S. Borrowers' instructions or disbursements resulting from those contained in 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 the Issuing Bank is not promptly reimbursed for such costs and expenses by the 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 Existing U.S. Letter of Credit Advances outstanding at 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 time Underlying Issuer. Each U.S. Borrower hereby agrees to indemnify, save, defend, and owing hold the Lender Group harmless with respect to the respective U.S. Revolving Credit Lenders. The failure of any such Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Parties to the Issuing Bank as provided herein shall not relieve Group under any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for the 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, the agreement and obligations of each such Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents.L/C Undertaking as

Each U. S. Revolving Credit Lender severally agrees to indemnify 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, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Issuing Bank under the Loan Documents; provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or 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 the Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrowers. For purposes of this Section 8.05(b), the U.S. Revolving Credit LendersLender 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 Existing U.S. Letter of Credit Advances outstanding at such time and owing to the respective Lender Parties, (ii) their respective Pro Rata Shares of the 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. Revolving Credit LendersCommitments and Unused Canadian Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit 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 any Defaulting Lender at any time, such Lender 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 such Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to the Issuing Bank as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for the 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, the agreement and obligations of each such Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents.Section

Each U. S. Revolving Credit Lender severally Borrower hereby agrees to indemnify indemnify, save, defend, and hold the Issuing Bank (to the extent not promptly reimbursed Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or Group arising out of the Loan Documents or in connection with any action taken or omitted by the Issuing Bank under the Loan DocumentsLetter 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 Party 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 portion 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 liabilitiesUnderlying Issuer. Each U.S. Borrower hereby agrees to indemnify, obligationssave, lossesdefend, damagesand hold the Lender Group harmless with respect to any loss, penaltiescost, actionsexpense (including reasonable attorneys fees), judgmentsor 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, suitshowever, coststhat no U.S. Borrower shall be obligated hereunder to indemnify for any loss, expenses cost, expense, or disbursements resulting from liability to the Issuing Bank’s extent that it is caused by the gross negligence or willful misconduct. Without limitation misconduct of the foregoing, each such Issuing Lender Party or any other member of the Lender Group. Each U.S. Borrower hereby acknowledges and agrees to reimburse that neither the Lender Group nor 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 the Issuing Bank is not promptly reimbursed for such costs and expenses by the 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 Existing U.S. Letter of Credit Advances outstanding at such time and owing to the respective U.S. Revolving Credit Lenders. The failure of any such Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to the Issuing Bank as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for delays, errors, or omissions resulting from the failure malfunction of equipment in connection with any other Lender Party to reimburse the Issuing Bank for such other Lender Party’s ratable share Letter of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each such Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan DocumentsCredit.

Each U. S. Revolving Credit Lender severally Borrower hereby agrees to indemnify indemnify, save, defend, and hold the Issuing Bank (to the extent not promptly reimbursed Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or Group arising out of the Loan Documents or in connection with any action taken or omitted by the Issuing Bank under the Loan DocumentsLetter 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 Party 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 portion 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 liabilitiesUnderlying Issuer. Each U.S. Borrower hereby agrees to indemnify, obligationssave, lossesdefend, damagesand hold the Lender Group harmless with respect to any loss, penaltiescost, actionsexpense (including reasonable attorneys fees), judgmentsor 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, suitshowever, coststhat no U.S. Borrower shall be obligated hereunder to indemnify for any loss, expenses cost, expense, or disbursements resulting from liability to the Issuing Bank’s extent that it is caused by the gross negligence or willful misconduct. Without limitation misconduct of the foregoing, each such Issuing Lender Party or any other member of the Lender Group. Each U.S. Borrower hereby acknowledges and agrees to reimburse that neither the Lender Group nor 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 the Issuing Bank is not promptly reimbursed for such costs and expenses by the 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 Existing U.S. Letter of Credit Advances outstanding at such time and owing to the respective U.S. Revolving Credit Lenders. The failure of any such Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to the Issuing Bank as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for delays, errors, or omissions resulting from the failure malfunction of equipment in connection with any other Lender Party to reimburse the Issuing Bank for such other Lender Party’s ratable share Letter of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each such Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan DocumentsCredit.

Each U. S. Revolving Credit Lender severally agrees to indemnify 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, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Issuing Bank under the Loan Documents; provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or 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 the Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrowers. For purposes of this Section 8.05(b), the U.S. Revolving Credit LendersLender 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 Existing U.S. Letter of Credit Advances outstanding at such time and owing to the respective Lender Parties, (ii) their respective Pro Rata Shares of the 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. Revolving Credit LendersCommitments and Unused Canadian Revolving Credit Commitments at such time; provided that the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit 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 any Defaulting Lender at any time, such Lender 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 such Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to the Issuing Bank as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party shall be responsible for the 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, the agreement and obligations of each such Lender Party contained in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents.

Each U. S. Revolving Credit Lender severally Borrower hereby agrees to indemnify indemnify, save, defend, and hold the Issuing Bank (to the extent not promptly reimbursed Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Borrowers) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Issuing Bank in any way relating to or Group arising out of the Loan Documents or in connection with any action taken or omitted Credit 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 Bank under 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 Borrower's own, and each U.S. Borrower understands and agrees that the Loan Documents; provided, however, that no Lender Party Group shall not be liable for any portion error, negligence, or mistake, whether of such liabilitiesomission or commission 63 (except, obligationsas to any member of the Lender Group, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from to the Issuing Bank’s extent caused by its gross negligence or willful misconduct), in following U.S. Borrowers' instructions or those contained in any Credit Instrument or any modifications, amendments, or supplements thereto. Without limitation 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 the foregoing, each claims by U.S. Borrowers against such Lender Party Underlying Issuer. Each U.S. Borrower hereby agrees to reimburse indemnify, save, defend, and hold the Issuing Bank promptly upon demand for its ratable share of Lender Group harmless with respect to any costs and expenses loss, cost, expense (including, without limitation, including reasonable fees and expenses of counsel) payable by the Borrowers under Section 9.04, to the extent that the Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrowers. For purposes of this Section 8.05(battorneys fees), 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 Existing U.S. Letter of Credit Advances outstanding at such time and owing to the respective U.S. Revolving Credit Lenders. The failure of any such Lender Party to reimburse the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid or liability incurred by the Lender Parties to Group under any Credit Instrument as a result of the Lender Group's indemnification of any Underlying Issuer or Issuing Bank as Lender. THE FOREGOING INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN 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 herein shall not relieve any other only that no member of the Lender Party of its obligation hereunder to reimburse the Issuing Bank for its ratable share of such amount, but no Lender Party Group shall be responsible entitled under this section to receive indemnification for the failure that portion, if any, 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 hereunderliabilities and costs which is proximately caused by its own individual gross negligence or willful misconduct, the agreement and obligations of each such Lender Party contained as determined in this Section 8.05(b) shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documentsa final judgment.